2. Covenants. The Issuer hereby covenants and agrees, on or priorto thedate hereof, to execute and deliver a new Note in the amount of$200,000,000.00 to the FundingAgent. The Funding Agent hereby covenants and agrees that, upon receipt ofthe executed Notefor $200,000,000.00, it shall promptly destroy the prior executed Note inthe amount of$150,000,000.00.          3. Conditions Precedent. This Amendment shall become effective asof thedate hereof when the Funding Agent shall have received an originalcounterpart (or counterparts)of this Amendment, executed and delivered by each of the parties hereto, orother evidencesatisfactory to the Funding Agent of the execution and delivery of thisAmendment by suchparties.          4. Reaffirmation of Covenants, Representations and Warranties. Upontheeffectiveness of this Amendment, each of the Issuer, the Servicer and theGuarantor herebyreaffirms all covenants, representations and warranties made in theAgreements and agrees thatall such covenants, representations and warranties shall be deemed to havebeen remade as of theeffective date of this Amendment (except for such representations andwarranties that are limitedby their terms to an earlier date, in which case such representations andwarranties shall speak ofsuch date).          5. Representations and Warranties. Each of the Issuer,the Servicer and theGuarantor hereby represents and warrants that (i) this Amendmentconstitutes a legal, valid andbinding obligation of such Person, enforceable against it in accordancewith its terms, and (ii)upon the effectiveness of this Amendment, no Event of Default shall existunder the Agreements.          6. Reaffirmation of Guaranty. Without limiting the generality oftheforegoing, the Guarantor hereby reaffirms all of its obligations under theGuaranty, both beforeand after giving effect to this Amendment, and the Guaranty is herebyratified and confirmed.          7. Effect of Amendment. Except as expressly amended and modified bythisAmendment, all provisions of the Agreements shall remain in full force andeffect. After this Amendment becomes effective, all references in each ofthe Agreements to “this Agreement”, “hereof’, “herein”, or words ofsimilar effect referring to such Agreement shall be deemed to bereferences to the applicable Agreement as amended by this Amendment. ThisAmendment shall not be deemed to expressly or impliedly waive, amend orsupplement any provision of the Agreements other than as set forth herein.          8. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties on separate counterparts, and eachcounterpart shall bedeemed to be an original, and all such counterparts shall togetherconstitute but one and the sameinstrument.          9. Governing Law. This Amendment shall be governed by, andconstrued inaccordance with the law of the State of New York (without reference to itsconflict of law provisions other than Section 5-1401 of the New YorkGeneral Obligations Law).
 

 
          10. Section Headings. The various headings of this Amendment areinsertedfor convenience only and shall not affect the meaning or interpretation ofthis Amendment, or the Agreements or any provision hereof or thereof.          It. Authorization/Direction. Pursuant to the Indenture, the Issuerherebyauthorizes and directs the Trustee to authenticate that certain CofinaVariable Funding Asset-Backed Note, Series 2005-A, dated as of the date hereof, in the initialface amount of$200,000,000.00 and deliver the same to the Funding Agent.
 

 
     IN WITNESS WHEREOF, the parties have caused this Amendment to beexecuted by their respective officers thereunto duly authorized, as ofthe date first above written.         COFINA FUNDING, LLC           By:             Name:             Title:                    COFINA FINANCIAL, LLC           By:             Name:             Title:                    CENEX FINANCE ASSOCIATION, INC.           By:             Name:             Title:           OMNIBUSAMENDMENT AND AGREEMENT
 

 
         U.S. BANK NATIONAL ASSOCIATION, as    Trustee and Custodian           By:             Name:             Title:                    BANK HAPOALIM B.M.           By:             Name:             Title:                    By:             Name:             Title:           OMNIBUSAMENDMENT AND AGREEMENT