exv10w14






EXECUTION COPY




OMNIBUS AMENDMENT AND AGREEMENT



THIS OMNIBUS AMENDMENT. dated as of May 11, 2007 (this
“Amendment”), is entered into by and among Cofina Funding, LLC
(the “Issuer”), Cofina Financial. LLC (the “Servicer’’).
Bank Hapoalim B.M. (the “Funding Agent”) and U.S. Bank National
Association. as Trustee (in such capacity, the “Trustee”) and
as Custodian (in such capacity, the “Custodian”), in each of the
capacities in which they appear in the Agreements (defined below).
Capitalized terms used but not defined herein have the meanings provided
in the Indenture (defined below).




RECITALS




     A. Reference is hereby made to (i) that certain Base Indenture, dated as of
August 10. 2005 (the “Base Indenture”). between the Issuer and the Trustee. and that
certain
Series 2005-B Supplement, dated as of November 18. 2005 (the “Series 2005-B Supplement”
and together with the Base Indenture. the “Indenture”), and (ii) that certain Note
Purchase
Agreement, dated as of November 18. 2005 (the “Note Purchase Agreement”). by and among the
Issuer. the Funding Agent and the financial institutions from time to time party thereto
as
Committed Purchasers (collectively, the documents referred to in clauses (i) and (ii)
above. the 
“AL’’reements”).



     B. The parties to the Agreements desire to enter into this Amendment to increase the
maximum facility amount available to the Issuer under the Agreements.



          1 Amendment to Agreements. The “Maximum Funded Amount” (as
defined in the Note Purchase Agreement). the “Maximum Principal Amount” (as defined in the
Series 2005-B Supplement). the maximum aggregate principal amount of the Cofina Variable
Funding Asset-Backed Note. Series 2005-B. and any similar references or definitions in the
Agreements shall be increased from $200,000,000.00 to $204.000.000.00, provided,
that from
the date hereof to September 10. 2007, the “Maximum Funded Amount.” the “Maximum
Principal Amount.” the maximum aggregate principal amount of the Cofna Variable Funding
Asset-Backed Note. Series 2005-B, and any similar references or definitions in the
Agreements
shall be $ 306,000,000.00. 




          2.  Covenants. The Issuer hereby covenants and agrees. on or prior
to the date hereof. to execute and deliver a new Note in the amount of
$306,000.000.00 to the Funding
Agent. The Funding Agent hereby covenants and agrees that. upon receipt of
the executed Note
for $306.000,000.00, it shall promptly destroy the prior executed Note in
the amount of
S200.000,000.00.




          3. Conditions Precedent. This Amendment shall become effective as of the
date hereof when the Funding Agent shall have received an original counterpart (or
counterparts)




 









 




of this Amendment. executed and delivered by each of the parties hereto. or
other evidence
satisfactory to the Funding Agent of the execution and delivery of this
Amendment by such
parties.




          4. Reaffirmation of Covenants. Representations and Warranties. Upon
the 
effectiveness of this Amendment, each of the Issuer and the Servicer hereby
reaffirms all 
covenants, representations and warranties made in the Agreements and agrees
that all such
covenants, representations and warranties shall be deemed to have been
remade as of the
effective date of this Amendment (except for such representations and
warranties that are limited
by their terms to an earlier date, in which case such representations and
warranties shall speak of
such date).




          5. Representations and Warranties. Each of the Issuer and the Servicer
hereby represents and warrants that (1) this Amendment constitutes a legal.
valid and binding obligation of such Person, enforceable against it in
accordance with its terms, and (ii) upon the effectiveness of this
Amendment, no Event of Default shall exist under the Agreements.




          6. Effect of Amendment. Except as expressly amended and modified by
this
Amendment. all provisions of the Agreements shall remain in full force and
effect. After this
Amendment becomes effective, all references in each of the Agreements to
“this Agreement”.
“hereof”. “herein”, or words of similar effect referring to such Agreement
shall be deemed to be
references to the applicable Agreement as amended by this Amendment. This
Amendment shall
not be deemed to expressly or impliedly waive. amend or supplement any
provision of the Agreements other than as set forth herein.




          7. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts. and each
counterpart shall be
deemed to be an original, and all such counterparts shall together
constitute but one and the same
instrument.




          8. Governing Law. This Amendment shall be governed by, and construed
in
accordance with the law of the State of New York (without reference to its
conflict of law provisions other than Section 5-1401 of the New York
General Obligations Law).




          9. Section Headings. The various headings of this Amendment are
inserted
for convenience only and shall not affect the meaning or interpretation of
this Amendment, or the Agreements or any provision hereof or thereof.




          10. Authorization/Direction. Pursuant to the Indenture, the Issuer hereby
authorizes and directs the Trustee to authenticate that certain Cotina Variable Funding Asset-
Backed Note, Series 2005-B, dated as of the date hereof, in the initial face amount of
$306,000,000.00 and deliver the same to the Funding Agent.




 









 





     IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.



	 	 	 	 	 	 	 
	 	 	COFINA FUNDING, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	COFINA FINANCIAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as	 	 
	 	 	Trustee and Custodian	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title: