Exhibit 3.8


                                 AMENDMENT NO. 1

                            DATED AS OF JUNE 18, 2003

                                      AMONG

                               RAVEN FUNDING LLC,
                             AS INITIAL BENEFICIARY,

                      PHH Vehicle Management Services, LLC,
                                 AS UTI TRUSTEE,

                                       AND

                            WILMINGTON TRUST COMPANY,
                               AS DELAWARE TRUSTEE

               TO AMENDED AND RESTATED ORIGINATION TRUST AGREEMENT

                            DATED AS OF JUNE 30, 1999



<PAGE>

<TABLE>

                               TABLE OF CONTENTS

                                                                                                                Page

<S>                                                                                                             <C>

SECTION 1. CERTAIN DEFINED TERMS..................................................................................1


SECTION 2. DIRECTION TO VMS.......................................................................................1


SECTION 3. AMENDMENT TO SECTION 5 OF ORIGINATION TRUST AGREEMENT..................................................1


SECTION 4. AMENDMENT TO SECTION 9 OF ORIGINATION TRUST AGREEMENT..................................................2


SECTION 5. REPRESENTATIONS AND WARRANTIES.........................................................................2

   Section 5.1 Affirmation of Representations and Warranties......................................................2
   Section 5.2 Due Authorization..................................................................................2
   Section 5.3 Binding Effect.....................................................................................3
   Section 5.4 No Consent.........................................................................................3


SECTION 6. CONDITIONS PRECEDENT...................................................................................3


SECTION 7. MISCELLANEOUS..........................................................................................3

   Section 7.1 Duplicate Originals................................................................................3
   Section 7.2 Ratification and Effect............................................................................3
   Section 7.3 GOVERNING LAW......................................................................................3
   Section 7.4 Headings...........................................................................................3
   Section 7.5 Counterparts.......................................................................................4
   Section 7.6 Severability of Provisions.........................................................................4

                                      (i)

</TABLE>

<PAGE>

     This AMENDMENT No. 1 (this "First  Amendment"),  dated as of June 18, 2003,
to the Amended and Restated  Origination Trust Agreement (the "Origination Trust
Agreement"),  dated as of June 30, 1999,  among Raven  Funding LLC  ("SPV"),  as
Initial Beneficiary and Settlor, PHH Vehicle Management  Services,  LLC ("VMS"),
as UTI Trustee, and Wilmington Trust Company, as Delaware Trustee, is among SPV,
as Initial  Beneficiary,  VMS, as UTI Trustee,  and Wilmington Trust Company, as
Delaware  Trustee.  Terms used herein but not defined shall have the meaning set
forth for such terms in the Origination Trust Agreement.

                              W I T N E S S E T H:

     WHEREAS,  pursuant to (i) Section 9.1 of the Origination  Trust  Agreement,
(ii)  Section  14.1 of the Sold SUBI  Supplement  1999-1A to  Origination  Trust
Agreement,  dated as of June 30,  1999,  as amended as of October  28, 1999 (the
"Sold SUBI Supplement 1999-1A),  among SPV, VMS and Wilmington Trust Company and
(iii)  Section 14.1 of the Sold SUBI  Supplement  1999-1B to  Origination  Trust
Agreement,  dated as of June 30, 1999 (the "Sold SUBI Supplement 1999-1B), among
SPV, VMS and Wilmington  Trust Company,  and subject to the terms and conditions
of this First Amendment,  SPV wishes to amend the Origination Trust Agreement as
herein provided, and directs VMS to execute this First Amendment; and

     WHEREAS, the parties hereto have duly authorized the execution and delivery
of this First Amendment.

     NOW,  THEREFORE,  for and in consideration of the premises,  and other good
and  valuable   consideration   the  receipt  and   sufficiency   of  which  are
acknowledged,  it is mutually  covenanted and agreed, that the Origination Trust
Agreement be amended and supplemented as follows:

          SECTION 1. CERTAIN DEFINED TERMS

     Certain  capitalized terms used herein, and not defined herein,  shall have
the  respective  meanings  assigned  to  such  terms  in the  Origination  Trust
Agreement,  as the same may be amended,  supplemented or otherwise modified from
time to time.

          SECTION 2. DIRECTION TO VMS

     SPV directs VMS to enter into this First Amendment.

          SECTION 3. FIRST AMENDMENT TO SECTION 5 OF ORIGINATION TRUST AGREEMENT

     (a) Section 5.1(a) of the Origination  Trust Agreement is hereby amended by
renumbering the existing subsection (v) as section (vi) and adding the following
new subsection (v) before the last "or" in that section:

     ", (v) the pledging of any Trust Assets or entering  into any guaranty with
     limited recourse to any Trust Assets in connection with any  Securitization
     of such Trust Assets,  subject to the limitations of Section 3804(a) of the
     Business Trust Statute"

<PAGE>


     (b)  Section  5.1(b)(iii)  of the  Origination  Trust  Agreement  is hereby
amended and restated in its entirety by the following:

     "(iii) make loans or extend  credit on behalf of the Trust  (other than any
     extension of credit by the issuance of a guaranty with limited  recourse to
     any Trust  Assets  in  connection  with any  Securitization  of such  Trust
     Assets),"

     (c) Section 5.1(b)(ix) of the Origination Trust Agreement is hereby amended
and restated in its entirety by the following:

     "(ix) except for the acquisition of Trust Assets and agreements relating to
     any Securitization, including the pledging of any Trust Assets and entering
     into any  guaranty  in  connection  with any  Securitization  of such Trust
     Assets,  and  activities  ancillary  thereto,  enter into any agreements or
     contracts."

          SECTION 4. FIRST AMENDMENT TO SECTION 9 OF ORIGINATION TRUST AGREEMENT

     The second clause of Section 9.6(vi) of the Origination  Trust Agreement is
hereby amended and restated in its entirety as follows:

     "(ii)  guarantee  or otherwise  become  liable for any  obligations  of the
     Initial  Beneficiary  Group,  except for the  issuance of  guarantees  with
     limited  recourse to any Trust  Assets and the pledging of any Trust Assets
     in connection with any Securitization of such Trust Assets,"

          SECTION 5. REPRESENTATIONS AND WARRANTIES

     Each of SPV and VMS hereby represents and warrants,  as follows,  as of the
date hereof:

          Section 5.1 Affirmation of Representations and Warranties

     Each  representation  and  warranty of each of SPV and VMS set forth in the
Origination Trust Agreement and in each other  Transaction  Document to which it
is a party is true and correct as of the date of this First  Amendment as though
such representation or warranty were being made on and as of the date hereof and
is hereby deemed repeated as though fully set forth herein.

          Section 5.2 Due Authorization

     The  execution,  delivery  and  performance  by each of SPV and VMS of this
First Amendment (a) is within SPV's or VMS's power, as applicable, has been duly
authorized by all necessary action and (b) does not contravene,  or constitute a
default under,  any  requirement of law or any provision of applicable  law, its
certificate of formation or the limited  liability  company agreement of each of
SPV or VMS or of any law or governmental regulation, rule, contract,  agreement,
judgment, injunction, order, decree or other instrument binding upon each of SPV
and VMS and or any of its properties. This First Amendment has been executed and
delivered by a duly authorized officer or manager of each of SPV and VMS.

                                      -2-

<PAGE>

          Section 5.3 Binding Effect

     This First  Amendment is a legal,  valid and binding  obligation of each of
SPV and VMS and  enforceable  against each of SPV and VMS in accordance with its
terms (except as such  enforceability may be limited by bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,   moratorium  and  other  similar  laws
affecting  creditors'  rights  generally  or by  general  equitable  principles,
whether  considered  in a  proceeding  at law  or in  equity  and by an  implied
covenant of good faith and fair dealing).

          Section 5.4 No Consent

     No consent, action by or in respect of, approval or other authorization of,
or registration, declaration or filing with, any Governmental Authority or other
Person is required for the valid  execution and delivery of this First Amendment
or for the performance of any of SPV's or VMS's obligations hereunder other than
such consents, approvals, authorizations, registrations, declarations or filings
as were obtained by SPV or VMS prior to the date hereof.

          SECTION 6. CONDITIONS PRECEDENT

     This First  Amendment  shall  become  effective  as of the date above first
written  and  shall  be  binding  on each of the  parties  hereto  upon  (i) the
execution of this First Amendment, (ii) the effectiveness of the Guaranty, dated
as of June 18, 2003,  between the Trust,  as Guarantor  and  JPMorgan  Bank,  as
Indenture  Trustee and (iii) the  delivery of an Opinion of Counsel  pursuant to
Section 9.1 of the Origination Trust Agreement, Section 14.1(e) of the Sold SUBI
Supplement 1999-1A and Section 14.1(e) of the Sold SUBI Supplement 1999-1B.

          SECTION 7. MISCELLANEOUS

          Section 7.1 Duplicate Originals

     The  parties  may sign any  number of copies of this First  Amendment.  One
signed copy is enough to prove this First Amendment.

          Section 7.2 Ratification and Effect

     The Origination Trust Agreement,  as amended and supplemented by this First
Amendment,  is in all respects  ratified and confirmed,  shall continue to be in
full force and effect,  and shall be read,  taken and  construed  as one and the
same instrument.

          Section 7.3 GOVERNING LAW

     THIS FIRST  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES UNDER
THIS FIRST  AMENDMENT  SHALL BE GOVERNED BY, AND  CONSTRUED AND  INTERPRETED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE.

          Section 7.4 Headings

                                      -3-

<PAGE>

     The various  headings in this First Amendment are for purposes of reference
only and shall not affect the meaning or interpretation of any provision of this
First Amendment.

          Section 7.5 Counterparts

     This First  Amendment may be executed in two or more  counterparts,  and by
different parties on separate counterparts,  each of which shall be an original,
but all of which together shall constitute one and the same instrument.

          Section 7.6 Severability of Provisions

     If any one or more of the covenants, agreement, provisions or terms of this
First  Amendment  shall for any reason  whatsoever  be held  invalid,  then such
covenants,  agreements,  provisions or terms shall be deemed  enforceable to the
fullest extent  permitted,  and if not so permitted,  shall be deemed  severable
from the  remaining  covenants,  agreements,  provisions  or terms of this First
Amendment and shall in no way affect the validity or enforceability of the other
provisions of this First Amendment.

                                      -4-

<PAGE>


     IN WITNESS WHEREOF,  each of the undersigned has caused its duly authorized
officer or manager to execute and deliver  this First  Amendment  as of the date
first above written.



                              RAVEN FUNDING LLC, as Initial Beneficiary



                              By:  /s/  Duncan H. Cocroft
                                 -----------------------------------------------
                                  Title:  Manager

<PAGE>


                              PHH VEHICLE MANAGEMENT SERVICES,
                                LLC, as UTI Trustee



                              By: /s/  Neil J. Cashen
                                ------------------------------------------------
                                  Title:  Executive Vice President and
                                          Chief Operating Officer


<PAGE>


                              WILMINGTON TRUST COMPANY,
                                not  in  its   individual   capacity  but
                                solely  as Delaware Trustee



                              By: /s/  Jennifer A. Luce
                                 -----------------------------------------------
                                  Title:  Financial Services Officer



<PAGE>


The foregoing First Amendment is hereby approved:



JPMORGAN CHASE BANK, as Indenture Trustee



By:  /s/  Connie Cho
   -------------------------------------------
     Title: Trust Officer



CHESAPEAKE FUNDING LLC, as Issuer



By:  /s/  Joseph W. Weikel
      -------------------------------------------
     Title: Manager