Exhibit 4.4







                             CHESAPEAKE FUNDING LLC,
                                    as Issuer


                                       and


                              JPMORGAN CHASE BANK,
                              as Indenture Trustee


                          SUPPLEMENTAL INDENTURE No. 3



                            Dated as of June 18, 2003


                                       to


                                 BASE INDENTURE


                            Dated as of June 30, 1999



                               Asset Backed Notes
                              (Issuable in Series)




<PAGE>




                                TABLE OF CONTENTS

                                                                            Page


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

SECTION 2:  AMENDMENT TO BASE INDENTURE........................................1
     Section 2.1  Amendment to Section 3.2.....................................1

SECTION 3:  REPRESENTATIONS AND WARRANTIES.....................................2
     Section 3.1  Affirmation of Representations and Warranties................2
     Section 3.2  LLC Agreement and Governmental Authorization.................2
     Section 3.3  Binding Effect...............................................2
     Section 3.4  No Consent...................................................2

SECTION 4:  CONDITIONS PRECEDENT...............................................2

SECTION 5:  MISCELLANEOUS......................................................4
     Section 5.1  Duplicate Originals..........................................4
     Section 5.2  Ratification and Effect......................................4
     Section 5.3  Severability of Provisions...................................4
     Section 5.4  Counterparts.................................................4
     Section 5.5  Table of Contents, Headings, etc.............................4
     Section 5.6  Choice of Law................................................4


<PAGE>


          SUPPLEMENTAL INDENTURE No. 3, dated as of June 18, 2003 ("Supplemental
Indenture"),  to BASE  INDENTURE,  dated as of June 30, 1999, as supplemented by
Supplemental  Indenture  No. 1, dated as of October 28, 1999,  and  Supplemental
Indenture  No. 2,  dated as of May 27,  2003,  between  CHESAPEAKE  FUNDING  LLC
(formerly known as Greyhound Funding LLC), a special purpose,  limited liability
company  established  under the laws of Delaware  (the  "Issuer"),  and JPMORGAN
CHASE BANK (formerly The Chase Manhattan  Bank), a New York banking  corporation
("JPMorgan"), as trustee (in such capacity, the "Indenture Trustee")

                              W I T N E S S E T H:

          WHEREAS,  the Issuer and  JPMorgan  are  parties to a Base  Indenture,
dated as of June 30, 1999,  as  supplemented  by  Supplemental  Indenture No. 1,
dated as of October 28, 1999, and Supplemental  Indenture No. 2, dated as of May
27, 2003 (the "Base Indenture");

          WHEREAS,  the Issuer desires to amend the Base  Indenture  pursuant to
Section  12.1(d)  thereof  to  correct an  inconsistency  in certain  provisions
thereof;

          WHEREAS,  the Issuer has duly authorized the execution and delivery of
this Supplemental Indenture; and

          WHEREAS, JPMorgan, as Indenture Trustee, is willing to enter into this
Supplemental Indenture.

          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 Base Indenture 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  Definitions  List
attached as Schedule 1 (the "Definitions  List") to the Base Indenture,  as such
Definitions List may be hereafter further amended or modified from time to time.

          SECTION 2: AMENDMENT TO BASE INDENTURE

          Section 2.1 Amendment to Section 8.24.

          Section  8.24(x)(C)  of the  Base  Indenture  is  hereby  amended  and
restated in its entirety as follows:

          "having  obligations  guaranteed by VMS, ARAC or any Affiliates of VMS
          or ARAC (other than the Origination Trust),"

<PAGE>




          SECTION 3: REPRESENTATIONS AND WARRANTIES

          In order to induce the Indenture Trustee to agree to this Supplemental
Indenture,  the Issuer  hereby  represents  and  warrants,  as follows,  for the
benefit of the Indenture  Trustee and the Investor  Noteholders,  as of the date
hereof.

          Section 3.1 Affirmation of Representations and Warranties.

          Each  representation  and warranty of the Issuer set forth in the Base
Indenture and in each other Transaction Document to which it is a party, is true
and  correct  as of the  date of this  Supplemental  Indenture  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 3.2 LLC Agreement.

          The  execution,  delivery  and  performance  by  the  Issuer  of  this
Supplemental  Indenture  (a)  is  within  the  Issuer's  power,  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 LLC  Agreement  or of any law or  governmental
regulation, rule, contract,  agreement,  judgment,  injunction, order, decree or
other  instrument  binding upon the Issuer or any of the Issuer Assets or result
in the creation or  imposition  of any Lien on any Issuer Asset except for Liens
created by the Indenture or the other Transaction  Documents.  This Supplemental
Indenture has been executed and  delivered by a duly  authorized  manager of the
Issuer.

          Section 3.3 Binding Effect.

          This Supplemental  Indenture is a legal,  valid and binding obligation
of the  Issuer  enforceable  against  the  Issuer 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 3.4 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  Supplemental  Indenture  or for  the  performance  of any of the  Issuer's
obligations  hereunder  other  than such  consents,  approvals,  authorizations,
registrations,  declarations  or filings as were obtained by the Issuer prior to
the date hereof.

          SECTION 4: CONDITIONS PRECEDENT

          This  Supplemental  Indenture  shall  become  effective  and  shall be
binding on each of the  parties  hereto upon the  satisfaction  or due waiver of
each of the following conditions precedent:


                                      -2-


<PAGE>


     (i)  The Indenture Trustee shall have received evidence  satisfactory to it
          that  each  Manager  of the  Issuer  has  approved  this  Supplemental
          Indenture.

     (ii) The Indenture Trustee shall have received an Manager's  Certificate of
          the  Issuer,  dated as of the date  hereof,  to the effect that (i) no
          Amortization Event,  Potential Amortization Event, Event of Default or
          Potential  Event of Default is continuing or will occur as a result of
          the execution and delivery of this Supplemental Indenture and (ii) the
          execution and delivery of this Supplemental  Indenture will not result
          in any  breach of any of the terms,  conditions  or  provisions  of or
          constitute a default under any indenture,  mortgage,  deed of trust or
          other  agreement or instrument,  including,  without  limitation,  any
          Transaction Document, to which the Issuer is a party or by which it or
          its  property  is bound or any  order of any  court or  administrative
          agency entered in any suit, action or other judicial or administrative
          proceeding to which the Issuer is party or by which it or its property
          may be bound or to which it or its property may be subject.

    (iii) The Indenture Trustee shall have received an Manager's  Certificate of
          the  Issuer,  dated  as of the date  hereof,  to the  effect  that all
          conditions  precedent  provided for in the Base Indenture with respect
          to the execution and delivery of this Supplemental Indenture have been
          complied with in all material respects;

     (iv) The  Indenture  Trustee  shall have  received  an Opinion of  Counsel,
          subject to the assumptions and qualifications stated therein, and in a
          form substantially acceptable to the Indenture Trustee, dated the date
          hereof, substantially to the effect that:

          (a)  all conditions  precedent provided for in the Base Indenture with
               respect  to the  execution  and  delivery  of  this  Supplemental
               Indenture have been complied with in all material respects;

          (b)  the  Issuer  is duly  organized  under  the  jurisdiction  of its
               formation  and has the power and authority to execute and deliver
               this Supplemental Indenture;

          (c)  this  Supplemental  Indenture has been duly authorized,  executed
               and delivered by the Issuer;

          (d)  the  Supplemental  Indenture  constitutes  the  legal,  valid and
               binding obligation of the Issuer,  enforceable against the Issuer
               in  accordance  with  its  terms,  except  as the  enforceability
               thereof may be limited by bankruptcy, insolvency, reorganization,
               moratorium  and other similar laws  affecting the  enforcement of
               creditors'  rights generally and by general  principles of equity
               (regardless of whether the issue of  enforceability is considered
               in a proceeding in equity or at law); and

          (e)  such  other  matters  as the  Indenture  Trustee  may  reasonably
               require.


                                      -3-

<PAGE>



     (v)  The  Indenture  Trustee  shall have  received  such  other  documents,
          instruments,   certifications,   agreements  or  other  items  as  the
          Indenture Trustee may reasonably require.

          SECTION 5: MISCELLANEOUS

          Section 5.1 Duplicate Originals.

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

          Section 5.2 Ratification and Effect.

          The Base Indenture,  as amended and supplemented by this  Supplemental
Indenture No. 3, 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 5.3 Severability of Provisions.

          If any one or more of the covenants,  agreements,  provisions or terms
of this Supplemental  Indenture shall for any reason whatsoever be held invalid,
then such covenants,  agreements,  provisions or terms shall be deemed severable
from  the  remaining  covenants,   agreements,   provisions  or  terms  of  this
Supplemental Indenture and shall in no way affect the validity of enforceability
of the other provisions of this Supplemental Indenture.

          Section 5.4 Counterparts.

          This   Supplemental   Indenture   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 5.5 Table of Contents, Headings, etc.

          The  table  of  contents   and   headings  of  the  Sections  of  this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be  considered a part hereof,  and shall in no way modify or restrict any
of the terms or provisions hereof.

          Section 5.6 Choice of Law.

          THIS  SUPPLEMENTAL  INDENTURE  SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                      -4-


<PAGE>





          IN WITNESS WHEREOF,  the Indenture  Trustee and the Issuer have caused
this  Supplemental  Indenture No. 3 to be duly executed by their respective duly
authorized officers or managers as of the day and year first written above.


                                       CHESAPEAKE FUNDING LLC,
                                       as Issuer


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




                                       JPMORGAN CHASE BANK,
                                       as Indenture Trustee


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