Exhibit 4.3









                             CHESAPEAKE FUNDING LLC,
                                    as Issuer


                                       and


                              JPMORGAN CHASE BANK,
                              as Indenture Trustee


                          SUPPLEMENTAL INDENTURE No. 2



                            Dated as of May 27, 2003


                                       to


                                 BASE INDENTURE


                            Dated as of June 30, 1999



                               Asset Backed Notes
                              (Issuable in Series)


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                                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...................................................3

SECTION 4:   CONDITIONS PRECEDENT..............................................3

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.............................5
     Section 5.6  Choice of Law................................................5




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          SUPPLEMENTAL  INDENTURE No. 2, dated as of May 27, 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,  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, 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, (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 3.2.

          Section 3.2(c) of the Base Indenture is hereby amended and restated in
its entirety as follows:

          "(c) Without  derogating  from the absolute  nature of the  assignment
          granted to the Indenture Trustee under this Indenture or the rights of
          the Indenture Trustee  hereunder,  the Issuer agrees that, unless such
          action  is  specifically   permitted  hereunder  or  under  the  other
          Transaction Documents,  it will not, without the prior written consent
          of the Holders of a Majority in Interest of each Series of Outstanding
          Notes, (i) amend, modify, waive,  supplement,  terminate or surrender,
          or  agree to any  amendment,  modification,  supplement,  termination,
          waiver  or


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          surrender of, the terms of any of the Issuer Assets,  including any of
          the  Transaction  Documents;  provided  that no  consent  of  Investor
          Noteholders  shall be  required  for any  amendment,  modification  or
          waiver  of  or  to  any   Transaction   Document  if  such  amendment,
          modification  or waiver  does not  adversely  affect  in any  material
          respect  the   Noteholders   of  any  Series  of  Investor  Notes  (as
          substantiated  by an Opinion of Counsel to such  effect) and  provided
          further that the Rating Agency  Condition is satisfied with respect to
          each  affected   Series  of  Investor  Notes;  or  (ii)  waive  timely
          performance  or observance by SPV under the Transfer  Agreement or the
          Origination  Trust,  VMS or the Servicer under the  Origination  Trust
          Documents.  Upon the occurrence of a Servicer  Termination  Event, the
          Issuer will not,  without the prior  written  consent of the Indenture
          Trustee or the  Holders of a Majority  in  Interest  of each Series of
          Outstanding  Notes,  terminate  the  Servicer  and appoint a successor
          Servicer in accordance with the Servicing Agreement and will terminate
          the Servicer and appoint a successor  Servicer in accordance  with the
          Servicing  Agreement  if so directed by the  Indenture  Trustee or the
          Holders  of a  Majority  in  Interest  of each  Series of  Outstanding
          Notes."

          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 and Governmental Authorization.

          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,  (b) requires no action by or in respect of,
or filing with,  any  governmental  body,  agency or official which has not been
obtained  and (c) 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 officer 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


                                      -2-

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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:

     (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;

                                      -3-

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          (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.

     (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. 2, 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.

                                      -4-

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          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.


                                      -5-

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          IN WITNESS WHEREOF,  the Indenture  Trustee and the Issuer have caused
this  Supplemental  Indenture No. 2 to be duly executed by their respective duly
authorized officers 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