Exhibit 10.2


    

      Exhibit
        10.2

       

      FIRST
        AMENDMENT, dated as of March 6, 2007 (this “Amendment”),
        to
        the Amended and Restated Series 2006-2 Indenture Supplement, dated as of
        December 1, 2006 (the “Indenture
        Supplement”),
        among
        Chesapeake Funding LLC (the “Issuer”),
        PHH
        Vehicle Management Services, LLC, as administrator (the “Administrator”),
        the
        several commercial paper conduits listed on Schedule I thereto (the
“CP
        Conduit Purchasers”),
        the
        banks party thereto with respect to each CP Conduit Purchaser (the “APA
        Banks”),
        the
        agent banks party thereto with respect to each CP Conduit Purchaser (the
        “Funding
        Agents”),
        JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the
“Administrative
        Agent”)
        for
        the CP Conduit Purchasers, the APA Banks and the Funding Agents, and The
        Bank of
        New York, as Indenture Trustee (the “Indenture
        Trustee”),
        to
        the Base Indenture, dated as of March 7, 2006 (the “Base
        Indenture”),
        between the Issuer and the Indenture Trustee pursuant to which the Series
        2006-2
        Investor Notes were issued to the CP Conduit Purchasers.

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        the Issuer has requested, and, upon this Amendment becoming effective, the
        Issuer, the Administrator and the Indenture Trustee have agreed and the Series
        2006-2 Required Investor Noteholders have consented, that certain provisions
        of
        the Indenture Supplement be amended in the manner provided for in this
        Amendment.

       

      NOW,
        THEREFORE, the parties hereto hereby agree as follows:

       

      1.  Defined
        Terms.
        All
        capitalized terms defined in Schedule 1 to the Base Indenture or the Indenture
        Supplement and used herein shall have the meanings given to them
        therein.

       

      2.  Amendment
        to Article 4 of the Indenture Supplement.
        Article
        4 of the Indenture Supplement is hereby amended by deleting clause (v) thereof
        and inserting the following new clause (v) in lieu thereof:

       

      “(v)
        the
        failure on the part of the Administrator to (i) deliver to the Indenture
        Trustee, the Administrative Agent and each Funding Agent the financial
        statements of PHH and its consolidated subsidiaries for the fiscal quarters
        ended March 31, 2006, June 30, 2006 and September 30, 2006 and the certificates
        required to be furnished together therewith pursuant to Section 8.3(d) on
        or
        prior to December 29, 2006 or such later date as may be agreed to in writing
        by
        the lenders party to the PHH Credit Agreement for delivery of such financial
        statements and certificates pursuant to Sections 5.1(b) and (c) of the PHH
        Credit Agreement, (ii) deliver to the Indenture Trustee, the Administrative
        Agent and each Funding Agent a letter of independent certified public
        accountants of recognized national standing concerning the results of agreed
        upon procedures pursuant to Section 8.3(e) that is in form and substance
        reasonably satisfactory to the Series 2006-2 Required Investor Noteholders
        or
        (iii) duly to observe or perform in any material respect any other covenants
        or
        agreements of the Administrator set forth in the Base Indenture or this
        Indenture Supplement, which failure continues unremedied for a period of
        30 days
        after there shall have been given to the Administrator by the Indenture Trustee
        or the Administrator and the Indenture Trustee by any Series 2006-2 Investor
        Noteholder, written notice specifying such default and requiring it to be
        remedied;”

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      3.  Amendments
        to Article 8.
        Article
        8 of the Indenture Supplement is hereby amended by deleting subsections (e)
        and
        (f) of Section 8.3 thereof, inserting the following new subsection (e) in
        lieu
        thereof and redesignating existing Sections 8.3(g), (h) and (i) as Sections
        8.3(f), (g) and (h), respectively:

       

      “(e)
        it
        shall provide to the Indenture Trustee, the Administrative Agent and each
        Purchaser Group, no later than March 30, 2007 and, thereafter, in connection
        with the extension of the Scheduled Expiry Date with respect to any Purchaser
        Group, no later than sixty days prior to such Scheduled Expiry Date, a letter
        of
        independent certified public accountants of recognized national standing,
        addressed to the members of such Purchaser Group, and dated a date that is
        reasonably satisfactory to the Series 2006-2 Required Investor Noteholders,
        in
        form and substance reasonably satisfactory to the Series 2006-2 Required
        Investor Noteholders, concerning the agreed upon procedures performed in
        respect
        of the Origination Trust Assets allocated to the Lease SUBI Portfolio described
        on Exhibit D; provided, however, that delivery of any such letter to the
        Indenture Trustee, the Administrative Agent or any member of a Purchaser
        Group
        may be conditioned on receipt by such independent certified public accountants
        of a letter substantially in the form of Exhibit E from the Indenture Trustee,
        the Administrative Agent or such member of a Purchaser Group,
        respectively;”

       

      4.  Replacement
        of Exhibits D and E.
        The
        Indenture Supplement is hereby amended by deleting the existing Exhibits
        D and E
        thereto and replacing them with new Exhibits D and E in the forms of Schedules
        A
        and B to this Amendment.

       

      5.  Conditions
        to Effectiveness.
        This
        Amendment shall become effective on March 6, 2007 (the “Amendment
        Effective Date”),
        if
        each of the following conditions precedent shall have been satisfied on or
        prior
        to such day:

       

      (a)  The
        Administrative Agent shall have received, with a copy for each Funding Agent,
        this Amendment duly executed and delivered by the Issuer, the Administrator
        and
        the Indenture Trustee;

       

      (b)  The
        representations and warranties of the Issuer and VMS contained in the
        Transaction Documents to which each is a party shall be true and correct
        in all
        material respects as of the Amendment Effective Date as if made as of the
        Amendment Effective Date; and

       

      (c)  The
        Indenture Trustee and the Administrative Agent shall have received the Consent
        of Purchaser Groups in the form of Exhibit A to this Amendment, duly executed
        by
        the Issuer, the CP Conduit Purchasers, the APA Banks and the Administrative
        Agent. 

       

      6.  Miscellaneous.

       

      (a)  Payment
        of Expenses.
        The
        Issuer agrees to pay or reimburse the Indenture Trustee, the Administrative
        Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents for
        all
        of their respective out-of-pocket costs and reasonable expenses incurred
        in
        connection with this Amendment, including, without limitation, the reasonable
        fees and disbursements of their respective counsel.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (b)  No
        Other Amendments; Confirmation.
        Except
        as expressly amended, modified and supplemented hereby, the provisions of
        the
        Indenture Supplement are and shall remain in full force and effect.

       

      (c)  Governing
        Law.
        THIS
        AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
        HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       

      (d)
        Counterparts.
        This
        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. A set of the copies
        of
        this Amendment signed by all the parties shall be lodged with the Indenture
        Trustee. This Amendment may be delivered by facsimile transmission of the
        relevant signature pages hereof.

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Issuer, the Administrator and the Indenture Trustee
        have
        caused this Amendment to be duly executed by their respective officers as
        of the
        day and year first above written.

       

      CHESAPEAKE
        FUNDING LLC

       

      By: /s/
        Mark E. Johnson  

      Name:
        Mark E. Johnson

      Title:
        Vice President & Treasurer

       

      PHH
        VEHICLE MANAGEMENT SERVICES, LLC

       

      By: /s/
        Mark E. Johnson  

      Name:
        Mark E. Johnson

      Title:
        Vice President & Treasurer

       

      


       

      THE
        BANK
        OF NEW YORK, as successor Indenture Trustee

       

      By: /s/
        Gregory K. Weachock  

      Name:
        Gregory K. Weachock

      Title:
        Assistant Treasurer


      
        
          
             

            


          

           

        

        
          4

          
            

          

        

        
           

          
             

            


            


          

        

      



      EXHIBIT
        A

      TO
        FIRST
        AMENDMENT

      TO
        INDENTURE SUPPLEMENT

       

      Consent
        of Purchaser Groups

       

      Reference
        is made to (i) that certain Amended and Restates Series 2006-2 Indenture
        Supplement, dated as of December 1, 2006 (as amended or supplemented, the
        “Indenture
        Supplement”),
        among
        Chesapeake Funding LLC (the “Issuer”),
        PHH
        Vehicle Management Services, LLC, as administrator (the “Administrator”),
        the
        several commercial paper conduits listed on Schedule I thereto (the
“CP
        Conduit Purchasers”),
        the
        banks party thereto with respect to each CP Conduit Purchaser (the “APA
        Banks”),
        the
        agent banks party thereto with respect to each CP Conduit Purchaser (the
        “Funding
        Agents”),
        JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the
“Administrative
        Agent”)
        for
        the CP Conduit Purchasers, the APA Banks and the Funding Agents, and The
        Bank of
        New York, as Indenture Trustee (the “Indenture
        Trustee”),
        to
        the Base Indenture, dated as of March 7, 2006 between the Issuer and the
        Indenture Trustee pursuant to which the Series 2006-2 Investor Notes were
        issued
        to the CP Conduit Purchasers, (ii) that certain First Amendment to the Indenture
        Supplement, dated as of March 6, 2007 (the “First
        Amendment to the Indenture Supplement”),
        among
        the Issuer, the Administrator and the Indenture Trustee and (iii) that certain
        First Amendment to the Amended and Restated Sold SUBI Supplement 1999-1 to
        Amended and Restated Servicing Agreement, dated March 6, 2007 (the “First
        Amendment to the Servicing Supplement”),
        among
        the Origination Trust, the SUBI Trustee, Holdings, VMS and the Servicer,
        in the
        form of Annex A hereto. All capitalized terms defined in the Indenture
        Supplement and used herein shall have the meanings given to them
        therein.

       

      The
        undersigned hereby consent to the execution, delivery and performance of
        the
        First Amendment to the Indenture Supplement and the First Amendment to the
        Servicing Supplement by the parties thereto.

       

      Dated:
        March 6, 2007

       

      


      CHESAPEAKE
        FUNDING LLC

       

      
        	 	
                By:

              	
                        
                                        

              


      

      
        	 	
                Name:

              	 


      

      Title:
         

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      JPMORGAN
        CHASE BANK, N.A., as Administrative Agent 

       

      
        	 	
                By:

              	
                       
                                   

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
         

       

      


       

      PARK
        AVENUE RECEIVABLES COMPANY, LLC, as a CP Conduit Purchaser

       

      By:
        JPMorgan Chase Bank, N.A., its attorney-in-fact

      


      


      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

      JPMORGAN
        CHASE BANK, N.A., as an APA Bank

       

      
        	 	
                By:

              	
                       
                                      

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
         

       

      


       


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      VARIABLE
        FUNDING CAPITAL COMPANY LLC, as a CP Conduit Purchaser

       

      By:
        WACHOVIA CAPITAL MARKETS, LLC, 

      As
        Attorney-in-Fact

      


      


      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION, as an APA Bank 

       

      
        	 	
                By:

              	
                       
                                      

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
         

       

       

       


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      YC
        SUSI
        TRUST, as a CP Conduit Purchaser

       

      By:
        Bank
        of America, National Association, as Administrative Trustee

      


      


      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

      BANK
        OF
        AMERICA, NATIONAL ASSOCIATION, as an APA Bank

       

      
        	 	
                By:

              	
                       
                                      

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
         

       

       

       


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      SARATOGA
        FUNDING CORP. LLC, as a CP Conduit Purchaser

      


      


      By:
        ______________________________________

      Name:

      Title:

      


      DEUTSCHE
        BANK AG, NEW YORK BRANCH,

      As
        an APA
        Bank and a Funding Agent

      


      


      By:
        ______________________________________

      Name:

      Title:

      


      By:
        ______________________________________

      Name:

      Title:

      



      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      LIBERTY
        STREET FUNDING CORPORATION, as a CP Conduit Purchaser

       

      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

      THE
        BANK
        OF NOVA SCOTIA, as an APA Bank

       

      
        	 	
                By:

              	
                       
                                      

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
         

       

       

       


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      


      PARADIGM
        FUNDING, LLC, as a CP Conduit Purchaser

      


      


      By:
        ______________________________________

      Name:

      Title:

      


      WESTLB
        AG, New York Branch, as an APA Bank

       

      
        	 	
                By:

              	
                       
                                      

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
         

       

      
        	 	
                By:

              	
                       
                                      

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
         

       


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      CHARTA,
        LLC, as a CP Conduit Purchaser

      By:
        CITICORP NORTH AMERICA, INC.,

      As
        Attorney-in-Fact

       

      By: ____________________________

      Name:
        

      Title:
        

      


      


      CITIBANK,
        N.A., as an APA Bank 

       

      By: ____________________________

      Name:
        

      Title:
        

      


      


      CITICORP
        NORTH AMERICA, INC., as a Funding Agent

       

      
        	 	
                By:

              	
                       
                                      

              


      

      Name:
        

      Title:
        


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      SHEFFIELD
        RECEIVABLES CORPORATION, as a CP Conduit Purchaser

      


      


      By:
        ______________________________________

      Name:

      Title:

      


      


      BARCLAYS
        BANK PLC, as an APA Bank and as a Funding Agent

      


      


      By:
        ______________________________________

      Name:

      Title:

      


       


      
        
           

        

        
          13

          
            

          

        

        
           

        

      


      ATLANTIC
        ASSET SECURITIZATION LLC, as a CP Conduit Purchaser

       

      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

      CALYON
        New York Branch, as an APA Bank

       

      
        	 	
                By:

              	
                       
                                      

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
        

       

      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

      


       

      


       

      



      
        
          
          

           

        

        
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      ANNEX
        A

      TO
        CONSENT
        OF

      PURCHASER
        GROUPS

      


      AMENDMENT
        NO. 1

       

      DATED
        AS
        OF MARCH 6, 2007

       

      TO

       

      AMENDED
        AND RESTATED SOLD SUBI SUPPLEMENT 1999-1

       

      TO
        SERVICING AGREEMENT

       

      AMONG

       

      D.L.
        PETERSON TRUST,

       

      CHESAPEAKE
        FINANCE HOLDINGS LLC,

       

      WILMINGTON
        TRUST COMPANY,

       

      AS
        SUBI
        TRUSTEE

       

      AND

       

      PHH
        VEHICLE MANAGEMENT SERVICES, LLC, AS SERVICER

       

      DATED
        AS
        OF MARCH 7, 2006

       


      
        
           

        

        
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      AMENDMENT
        NO. 1, dated as of March 6, 2007 (the “Amendment”),
        to
        Amended and Restated Sold SUBI Servicing Supplement 1999-1 to Servicing
        Agreement, dated as of March 7, 2006, among D.L. Peterson Trust, a Delaware
        statutory trust (the “Origination
        Trust”),
        Chesapeake Finance Holdings LLC, a Delaware limited liability company
        (“Holdings”),
        Wilmington Trust Company, a Delaware banking corporation, not in its individual
        capacity but solely as a SUBI Trustee (the “SUBI
        Trustee”),
        and
        PHH Vehicle Management Services, LLC, a Delaware limited liability company
        (“VMS”),
        as
        Servicer.

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        Holdings, the Origination Trust, VMS and the SUBI Trustee are parties to
        the
        Amended and Restated Sold SUBI Supplement 1999-1 to Servicing Agreement,
        dated
        as of March 7, 2006 (the “Servicing
        Supplement”);

       

      WHEREAS,
        Holdings, the Origination Trust, VMS and the SUBI Trustee desire to amend
        certain terms of the Servicing Supplement; and

       

      WHEREAS,
        Holdings, the Origination Trust, VMS and the SUBI Trustee have duly authorized
        the execution and delivery of this 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 Servicing Supplement be amended
        and
        supplemented as follows:

       

      1. Certain
        Defined Terms.
        Certain
        capitalized terms used herein, and not defined herein, shall have the respective
        meanings assigned to such terms in the Servicing Supplement, as the same
        may be
        amended, supplemented or otherwise modified from time to time.

      


      2. Amendment
        to Section 8.2 of the Servicing Supplement  Section
        8.2 of the Servicing Supplement is hereby replaced in its entirety by the
        following:

       

      “The
        Servicer shall cause Deloitte & Touche LLP or another firm of nationally
        recognized independent certified public accountants, who may also render
        other
        services to the Servicer, to deliver to Holdings, the Issuer, the Indenture
        Trustee and each Rating Agency on or before March 31 of each year concerning
        the
        12-month period ended December 31 of the preceding year, beginning March
        31,
        2006, a report to the effect that such firm has examined the assertion of
        the
        Servicer’s management as to its compliance with the servicing requirements set
        forth in Article II of the Servicing Agreement with respect to such 12- month
        (or other) period and that (A) such examination was made in accordance with
        standards established by the American Institute of Certified Public Accountants,
        and (B) except as described in the report, management’s assertion is fairly
        stated in all material respects. The report will also indicate that the firm
        is
        independent of the Servicer within the meaning of the Code of Professional
        Ethics of the American Institute of Certified Public Accountants. 

       

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

      


      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      4. Ratification
        and Effect  The
        Servicing Supplement, as amended and supplemented by this 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.

      


      5. GOVERNING
        LAW.
        THIS
        AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
        SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
        LAW
        OF THE STATE OF NEW YORK.

      


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

      


      7. Counterparts.
        This
        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.

      


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

      


      IN
        WITNESS WHEREOF, the Origination Trust, Holdings, VMS and the SUBI Trustee
        have
        caused this Amendment to be duly executed by their respective duly authorized
        officers as of the day and year first written above.

       

      D.L.
        PETERSON TRUST

       

      By:
        Wilmington Trust Company, not in its individual capacity but solely as Delaware
        Trustee

       

      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

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

       

      
        	 	
                By:

              	
                        
                                        

              


      

      
        	 	
                Name:

              	 


      

      Title:
         

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

      PHH
        VEHICLE MANAGEMENT SERVICES, LLC 

       

      
        	 	
                By:

              	
                       
                                   

              


      

      
        	 	
                Name:

              	
                 

              


      

      Title:
         

       

      CHESAPEAKE
        FINANCE HOLDINGS LLC

       

      By:
                
                     

      
        	 	
                Name:

              	
                 

              


      

      Title:  

       

      


       18