EXECUTION COPY




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Note Purchase Agreement Issuer Funding
Agent Swingline Purchaser
   Base Indenture Trustee Series
Supplement Indenture
     Certain Defined Terms
 Accrual Period
 Additional Amounts Section 2.11 Article VIII
 Affected Party Section 8.02
 Aggregate Purchaser Funded Amount plus minus
 Applicable Margin




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Assignment and Acceptance
 Base Rate
 Breakage Amount Section 2.08
 Closing Section 3.01
 Closing Date Section 3.01
 Cofina Entity
 Committed Purchasers Section 10.04
 Commitment
 Eurodollar Rate minus plus
 2




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Federal Bankruptcy Code
 Federal Reserve Board
 Fee Letter
 Fixed Period provided
 provided however
  Funding Agent
 Funding Tranche
 Governmental Actions
 Governmental Rules
 Guaranty Agreement
 3




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Increase
 Increase Amount
 Increase Date
 Indemnified Party
 Initial Purchase Price Section 2.02
 Issuer Indemnified Amounts Section 8.01(a)
 LIBOR Rate
 Maximum Funded Amount
 Notice of Increase Exhibit A
 Purchase Expiration Date Section 2.04
 Purchaser Percentage
 Purchasers
 Reduction Section 2.05
 Required VFN Series Holders 2 3
 Swingline Facility Limit
 4




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Swingline Purchaser
 Transfer Supplement Section 10.4(b)
 Variable Noteholders
 VFN
 VFN Financing Costs or Series 2005-A Financing Costs
 VFN Interest Component
 per annum provided however times
 times
  Other Definitional Provisions
 Section 1.01 Section 1.01
 5




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Purchase and Sale of the VFN
 Initial Purchase Price Initial Purchase Price
 Increases Section 2.03(a) provided however provided further nd
  6




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provided
 Section 2.03(a)
 Section 3.1(b)
 Section 2.03(a)
 provided clause (ii)
 7




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Extension of Purchase Expiration Date
 Reduction of Maximum Funded Amount Reduction provided provided further provided further
 Calculation of Monthly Interest
  Benefits of Indenture
 Broken Funding
 8




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Breakage Amount Section 2.08 Section 2.08
 Illegality
 Inability to Determine Eurodollar Rate
  9




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Fees
   Closing Closing Article IV Closing Date
 Transactions to be Effected at the Closing
  
 10




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Performance by Cofina Entities
 Representations and Warranties
 Corporate Documents
 Opinions of Counsel
 Reports
 Financing Statements
 Documents
 VFN
 11




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No Actions or Proceedings
 Approvals and Consents
 Officers Certificates Officers
Certificate Sections 4.01 4.02
 Accounts
 Expenses Section 8.04
 Liens
 Other Documents
 Payment of Fees
   Representations and Warranties of the Issuer Section 5.01
 Reaffirmation of Representations and Warranties by the Issuer
 12




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Securities Laws; Transfer Restrictions
  subsection (a)
   13




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Section 6.01
 Enforceability
   Covenants
 Monthly Noteholders Statement; Notice of Adverse Effect
 Notice of Default
 Further Assurances
 Notice of Modifications to Transaction Documents and Credit Manual
 Expenses
 Incorporation
 14




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Indemnification Issuer Indemnified Amounts
        15




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Section 8.01 Section 8.01 Section 8.01
 Indemnity for Reserves and Expenses
 16




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Affected Party
  provided however Section
8.02(a)
  17




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Section 9.2(b) provided however Section 8.02(b)
 Indemnity for Taxes Section 8.03(b) Taxes
    18




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clause (b)
 Limitations Section 8.03 provided Section 8.03
 Other Costs, Expenses and Related Matters
 19




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Section 8.04
 Article VIII Article VIII
 Section 8.02 8.03 Section 8.02 8.03
   Authorization and Action
 20




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Section 9.04 Section 9.06
 Funding Agents Reliance, Etc.
 Funding Agent and Affiliates
 Indemnification provided
 21




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provided
 Purchase Decision
 Successor Funding Agent Article IX
   Amendments
 Notices
 22




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Schedule I
 No Waiver; Remedies
 Binding Effect; Assignability provided however provided provided further
 Assignee
Committed Purchaser Commitment Exhibit C Transfer Supplement provided
 23




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Participant provided Article VIII provided however
  Confidentiality provided
 24




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GOVERNING LAW; JURISDICTION FORUM NON CONVENIENS
 Wavier of Trial by Jury
 Execution in Counterparts
 Survival
 Funding Instructions
 25




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COFINA FUNDING, LLC, as Issuer,By:Name:Title:BANK HAPOALIM B.M., 
as Funding AgentBy:Name:Title:BANK HAPOALIM B.M., 
as a Committed Purchaser and as the Swingline PurchaserBy:Name:Title:Purchaser Percentage: 100% Note Purchase Agreement




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1.
    
    Proposed Increase Date:2.
    
    Amount of requested Increase
(lesser of minimum amount of
$ or remaining
Maximum Funded Amount)
    
    $3.
    
    Purchase Price
    
    $4.
    
    Remaining Maximum Funded
Amount (after giving effect
to the requested Increase)
    
    $5.
    
    Certifications:
 (a)
    
    The representations and
warranties of Cofina Funding,
LLC ( the Issuer) in the
Base Indenture dated as of
August 10, 2005 (as amended)
between the Issuer and U.S.
Bank National Association, as
trustee (the Trustee); the
Series 2005-A Supplement,
dated as of August 10, 2005,
between the Issuer and the
Trustee; and the Note
Purchase Agreement dated as
of August 10, 2005 (the Note
Purchase Agreement), among
the Issuer, Swingline
Purchaser, the Funding Agent
and the Purchasers named
therein, are true and correct
in all material respects on
the date hereof (except to
the extent they expressly
relate to an earlier or later
time and then as of such
earlier or later time).(b)
    
    The conditions to the
Increase specified in Section
2.03 of the Note Purchase
Agreement have been satisfied
and will be satisfied as of
the applicable Increase Date.
 COFINA FUNDING, LLC, as IssuerByAuthorized Officer
 
 Note Purchase Agreement




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Issuer Note Purchase Agreement
  
 COFINA FUNDING, LLC, as Issuer,By:Name:Title: Note
Purchase Agreement




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FORM OF TRANSFER SUPPLEMENT
 Transfer Supplement) Note purchase Agreement) Issuer), Funding
Agent) Base Indenture Trustee Series Supplement Indenture),
 Assignor Committed Purchaser  Assignee Committed Purchaser Section 6 Effective
Date Assigned interest)




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Section 10.04
   (a)
    
    Effective Date of Assignment:
    
    
    [_______ ] [__], 200[__](b)
    
    Legal Name of Assignor Committed Purchaser:[](c)
    
    Legal Name of Assignee Committed
Purchaser:[]




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(d)
    
    Notice address of Assignee Committed Purchaser:[Address.](e)
    
    Assignor Committed Purchasers Total Commitment:
    
    
    []
    %(f)
    
    Assignor Committed Purchasers
Purchaser Percentage of the Maximum
Funded Amount:
    
    $
    [](g)
    
    Assignor Committed Purchasers Aggregate Purchaser Funded Amount:
    
    $
    [](h)
    
    Percentage of the Maximum Funded
Amount assigned to Assignee Committed Purchaser:
    
    
    []
    %(i)
    
    Commitment amount assigned:
    
    $
    [](j)
    
    Aggregate Purchaser Funded Amount assigned:
    
    $
    []
   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGES FOLLOW.




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By:Name:Title: 
 By:Name:Title:




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BANK
HAPOALIM B.M.,
 By:Name:Title:By:Name:Title: COFINA FUNDING, LLC,
 By:Name:Title:




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Issuer:
 
 Funding Agent:
 
 Committed Purchaser:




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1SECTION 1.01 Certain Defined Terms
    
    
    1SECTION 1.02 Other Definitional Provisions
    
    
    5ARTICLE II PURCHASE AND SALE
    
    
    6SECTION 2.01 Purchase and Sale of the VFN
    
    
    6SECTION 2.02 Initial Purchase Price
    
    
    6SECTION 2.03 Increases
    
    
    6SECTION 2.04 Extension of Purchase Expiration Date
    
    
    8SECTION 2.05 Reduction of Maximum Funded Amount
    
    
    8SECTION 2.06 Calculation of Monthly Interest
    
    
    8SECTION 2.07 Benefits of Indenture
    
    
    8SECTION 2.08 Broken Funding
    
    
    8SECTION 2.09 Illegality
    
    
    9SECTION 2.10 Inability to Determine Eurodollar Rate
    
    
    9SECTION 2.11 Fees
    
    
    10ARTICLE III CLOSING
    
    
    10SECTION 3.01 Closing
    
    
    10SECTION 3.02 Transactions to be Effected at the Closing
    
    
    10ARTICLE IV CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE
    
    
    10SECTION 4.01 Performance by Cofina Entities
    
    
    11SECTION 4.02 Representations and Warranties
    
    
    11SECTION 4.03 Corporate Documents
    
    
    11SECTION 4.04 Opinions of Counsel
    
    
    11SECTION 4.05 Reports
    
    
    11SECTION 4.06 Financing Statements
    
    
    11SECTION 4.07 Documents
    
    
    11SECTION 4.08 VFN
    
    
    11SECTION 4.09 No Actions or Proceedings
    
    
    12SECTION 4.10 Approvals and Consents
    
    
    12SECTION 4.11 Officers Certificates
    
    
    12SECTION 4.12 Accounts
    
    
    12
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TABLE OF CONTENTS
 PageSECTION 4.13 Expenses
    
    
    12SECTION 4.14 Liens
    
    
    12SECTION 4.15 Other Documents
    
    
    12SECTION 4.16 Payment of Fees
    
    
    12ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ISSUER
    
    
    12SECTION 5.01 Representations and Warranties of the Issuer
    
    
    12SECTION 5.02 Reaffirmation of Representations and Warranties by the Issuer
    
    
    12ARTICLE VI REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE FUNDING AGENT AND THE PURCHASERS
    
    
    13SECTION 6.01 Securities Laws; Transfer Restrictions
    
    
    13SECTION 6.02 Enforceability
    
    
    14ARTICLE VII COVENANTS
    
    
    14SECTION 7.01 Covenants
    
    
    14SECTION 7.02 Incorporation
    
    
    14ARTICLE VIII INDEMNIFICATION
    
    
    15SECTION 8.01 Indemnification
    
    
    15SECTION 8.02 Indemnity for Reserves and Expenses
    
    
    16SECTION 8.03 Indemnity for Taxes
    
    
    18SECTION 8.04 Other Costs, Expenses and Related Matters
    
    
    19ARTICLE IX THE FUNDING AGENT
    
    
    20SECTION 9.01 Authorization and Action
    
    
    20SECTION 9.02 Funding Agents Reliance, Etc
    
    
    21SECTION 9.03 Funding Agent and Affiliates
    
    
    21SECTION 9.04 Indemnification
    
    
    21SECTION 9.05 Purchase Decision
    
    
    22SECTION 9.06 Successor Funding Agent
    
    
    22ARTICLE X MISCELLANEOUS
    
    
    22SECTION 10.01 Amendments
    
    
    22SECTION 10.02 Notices
    
    
    22SECTION 10.03 No Waiver; Remedies
    
    
    23SECTION 10.04 Binding Effect; Assignability
    
    
    23
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TABLE OF CONTENTS
 PageSECTION 10.05 Confidentiality
    
    
    24SECTION 10.06 GOVERNING LAW; JURISDICTION
    
    
    25SECTION 10.07 Wavier of Trial by Jury
    
    
    25SECTION 10.08 Execution in Counterparts
    
    
    25SECTION 10.09 Survival
    
    
    25EXHIBIT A            Form of Notice of IncreaseEXHIBIT B            Series 2005-A Officers CertificateEXHIBIT C            Form of Transfer SupplementSCHEDULE I        Addresses for Notices
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