Exhibit 3.6



                             SECOND AMENDMENT


     SECOND AMENDMENT (this "Second  Amendment"),  dated as of June 18, 2003, to
the Amended and Restated  Limited  Liability  Company  Agreement  of  Chesapeake
Funding LLC (formerly known as Greyhound  Funding LLC),  dated as of October 28,
1999, as amended by the First Amendment thereto, dated as of April 25, 2002 (the
"LLC  Agreement"),  is entered  into by Raven  Funding  LLC, a Delaware  limited
liability  company,  as the sole common  member (the "Common  Member"),  and the
other parties hereto.


                              W I T N E S S E T H:
                              - - - - - - - - - -


I.   Amendment.

     WHEREAS,  pursuant to Section 15.1 of the LLC  Agreement and subject to the
terms and conditions of this Second Amendment,  the Common Member, and the other
parties hereto wish to amend the LLC Agreement as herein provided.

     NOW, THEREFORE:

     1. Section  9.1(f) of the LLC  Agreement is hereby  amended and restated in
its entirety as follows:

          (f)  Neither  ARAC nor any  Affiliate  of ARAC  (other  than a special
     purpose entity that is an Affiliate of ARAC that has entered into financing
     arrangements secured by one or more Senior Preferred Membership  Interests)
     shall have the right to vote or give or withhold  consent  with  respect to
     any  Senior  Preferred   Membership  Interest  owned  by  it,  directly  or
     indirectly, and, for purposes of any matter upon which the Senior Preferred
     Members may vote or give or withhold consent as provided in this Agreement,
     Senior  Preferred  Membership  Interests  owned by ARAC or any Affiliate of
     ARAC (other than a special purpose entity that is an Affiliate of ARAC that
     has  entered  into  financing  arrangements  secured by one or more  Senior
     Preferred  Membership  Interests)  shall  be  treated  as if they  were not
     outstanding.

     2. Section  10.1(f) of the LLC Agreement is hereby  amended and restated in
its entirety as follows:

     (f) Neither ARAC nor any  Affiliate  of ARAC (other than a special  purpose
entity that is an Affiliate of ARAC that has entered into financing arrangements
secured by one or more Junior  Preferred  Membership  Interests)  shall have the
right to vote or give or withhold  consent with respect to any Junior  Preferred
Membership  Interest owned by it,  directly or indirectly,  and, for purposes of
any matter upon which the Junior Preferred  Members may vote or give or withhold
consent as provided in this Agreement,  Junior  Preferred  Membership  Interests
owned by ARAC or any Affiliate of ARAC (other than a special purpose entity that
is an Affiliate of ARAC that has entered into financing  arrangements secured by
one or more Junior Preferred  Membership  Interests) shall be treated as if they
were not outstanding.

II.  Miscellaneous Provisions.

     1. This Second Amendment is limited as specified and shall not constitute a
modification,  acceptance or waiver of any other  provision of the LLC Agreement
and,  except as amended  hereby,  the LLC Agreement  continues in full force and
effect.

     2. THIS SECOND AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF  DELAWARE  EXCLUDING  ANY  CONFLICT-OF-LAWS  RULE OR
PRINCIPLE  THAT  MIGHT  REFER THE  GOVERNANCE  OR  CONSTRUCTION  OF THIS  SECOND
AMENDMENT TO THE LAW OF ANOTHER JURISDICTION.

     3. If any one or more of the covenants, agreements,  provisions or terms of
this Second 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 Second
Amendment and shall in no way affect the validity or enforceability of the other
provisions of this Second Amendment.

     4. From and after the date of the execution of this Second  Amendment,  all
references to the  "Agreement" in the LLC Agreement and the LLC Agreement  shall
be deemed to be references to the LLC Agreement as modified hereby.

                                      * * *

                                      -2-
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed and delivered this Second
Amendment as of the date first above written.



                                     COMMON MEMBER



                                     RAVEN FUNDING LLC



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


                                     MANAGERS



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




                                     By: /s/ Neil J. Cashen
                                       -----------------------------------------






                                     INDEPENDENT MANAGER



                                     By: /s/ Kevin Burns
                                        ----------------------------------------
                                         Manager