Exhibit 10.1


    


    Exhibit
      10.1

     

    FIRST
      AMENDMENT, dated as of March 6, 2007 (this “Amendment”),
      to
      the Series 2006-1 Indenture Supplement, dated as of March 7, 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 successor to JPMorgan Chase Bank, N.A., 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 2006-1
      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
      2006-1 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.  Amendments
      to Article 4 of the Indenture Supplement.
      Article
      4 of the Indenture Supplement is hereby amended by:

     

    (i)  deleting
      the word “or” at the end of clause (t) thereof, inserting the word “or” at the
      end of clause (u) thereof and adding the following new clause (v)
      thereto:

     

    “(v)
      the
      failure on the part of the Administrator (i) to deliver to the Indenture
      Trustee, the Administrative Agent and each Funding Agent (A) the financial
      statements of PHH and its consolidated subsidiaries for the fiscal quarters
      ended March 31, 2006, June 30, 2006, September 30, 2006 and March 31, 2007
      and
      the certificates required to be furnished together therewith in accordance
      with
      the terms of Section 8.3(d), (B) either (i) the audited financial statements
      of
      PHH and its consolidated subsidiaries for the fiscal year ended December 31,
      2006 or (ii) the Form 10-K filed by PHH with the Securities and Exchange
      Commission for such fiscal year in accordance with the terms of Section 8.3(c)
      or (C) 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 2006-1 Required Investor Noteholders or (ii) 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 2006-1 Investor Noteholder, written notice
      specifying such default and requiring it to be remedied;” 

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    and
      

     

    (ii)
       deleting
      the reference to “clause (p) through (u)” in the first line following clauses
      (a) through (u) thereof and inserting a reference to “clause (p) through (v)” in
      lieu thereof.

     

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

     

    “(c)
      it
      shall provide to the Indenture Trustee, the Administrative Agent and each
      Funding Agent, as soon as is practicable, but in any event within 100 days
      after
      the end of each fiscal year of PHH, commencing with fiscal year 2006, (i) either
      (A) consolidated statements of income (or operations) and consolidated
      statements of cash flows and changes in stockholders’ equity of PHH and its
      consolidated subsidiaries for such year and the related consolidated balance
      sheets as at the end of such year, or (B) the Form 10-K filed by PHH with the
      Securities and Exchange Commission and (ii) if not included in such Form 10-K,
      an opinion of independent certified public accountants of recognized national
      standing, which opinion shall state that said consolidated financial statements
      fairly present the consolidated financial position and results of operations
      of
      PHH and its consolidated subsidiaries as at the end of, and for, such fiscal
      year and that such financial statements were prepared in accordance with GAAP
      applied consistently throughout the periods reflected therein and with prior
      periods;
      provided, however,
      that
      the Administrator shall not be required to provide the audited financial
      statements of PHH and its consolidated subsidiaries for fiscal year 2006 prior
      to June 29, 2007; 

     

    (d)
      it
      shall provide to the Indenture Trustee, the Administrative Agent and each
      Funding Agent, as soon as is practicable, but in any event within 60 days after
      the end of each of the first three fiscal quarters of each fiscal year,
      commencing with the fiscal quarter ending March 31, 2006, either (i) the Form
      10-Q filed by PHH with the Securities and Exchange Commission or (ii) the
      unaudited consolidated balance sheet of PHH and its consolidated subsidiaries,
      as at the end of such fiscal quarter, and the related unaudited statements
      of
      income and cash flows for such quarter and for the period from the beginning
      of
      the then current fiscal year to the end of such fiscal quarter and the
      corresponding figures as of the end of the preceding fiscal year, and for the
      corresponding period in the preceding fiscal year, in each case, together with
      a
      certificate signed by the chief financial officer, the chief accounting officer
      or a vice president responsible for financial administration of PHH to the
      effect that such financial statements, while not examined by independent public
      accountants, reflect, in his opinion and in the opinion of PHH, all adjustments
      necessary to present fairly the financial position of PHH and its consolidated
      subsidiaries, as the case may be, as at the end of the fiscal quarter and the
      results of their operations for the quarter then ended in conformity with GAAP
      consistently applied, subject only to year end and audit adjustments and to
      the
      absence of footnote disclosure; provided,
      however,
      that
      the Administrator shall not be required to provide the financial statements
      of
      PHH and its consolidated subsidiaries and the certificates required to be
      furnished together therewith for (x) the fiscal quarters ended March 31, 2006
      and June 30, 2006 prior to March 31, 2007, (y) the fiscal quarter ended
      September 30, 2006 prior to the earlier of (1) April 30, 2007 and (2) one
      Business Day prior to the date on which the principal amount of any indebtedness
      issued under the Indenture, dated as of November 6, 2000, among PHH and Bank
      One
      Trust Company, N.A., as trustee, and any supplements thereto, shall become
      due
      and payable as a result of a default under Sections 704 or 1005 thereof (upon
      required notice and other than by optional redemption) and (z) the fiscal
      quarter ended March 31, 2007, prior to June 29, 2007;

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (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 2006-1 Required Investor Noteholders,
      in
      form and substance reasonably satisfactory to the Series 2006-1 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 G; 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 H from the Indenture Trustee,
      the Administrative Agent or such member of a Purchaser Group,
      respectively;”

     

    4.  Amendment
      to Schedule I.
      On the
      Amendment Effective Date, the Series 2006-1 Maximum Invested Amount shall be
      increased to $2,900,000,000, Schedule I to the Indenture Supplement shall be
      amended by deleting such Schedule in its entirety and substituting in lieu
      thereof new Schedule I in the form of Schedule A to this Amendment and the
      Maximum Purchaser Group Invested Amount with respect to each Purchaser Group
      shall equal the amount set forth for such Purchaser Group on such new Schedule
      I
      to the Indenture Supplement.

     

    5.  Addition
      of Exhibits G and H.
      The
      Indenture Supplement is hereby amended by adding Exhibits G and H thereto in
      the
      forms of Schedules B and C to this Amendment.

     

    6.  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; 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (c)  The
      Administrative Agent shall have received the Reallocation Agreement in the
      form
      of Exhibit C to this Amendment, duly executed by the Issuer, the CP Conduit
      Purchasers and the APA Banks with respect to such CP Conduit Purchasers pursuant
      to which the Purchaser Group Invested Amount with respect to each Purchaser
      Group will be increased or decreased such that the Pro Rata Share with respect
      to each Purchaser Group shall equal the Commitment Percentage with respect
      to
      such Purchaser Group, calculated using the Maximum Purchaser Group Invested
      Amount with respect to such Purchaser Group set forth on Schedule A to this
      Amendment;

     

    (d)  The
      Issuer shall have signed and directed the Indenture Trustee to authenticate
      and
      deliver to each Funding Agent, other than the Funding Agent with respect to
      Atlantic Asset Securitization LLC, a new Series 2006-1 Investor Note in the
      name
      of such Funding Agent in an amount equal to the Maximum Purchaser Group Invested
      Amount with respect to the Purchaser Group of which the CP Conduit Purchaser
      with respect to such Funding Agent is a member set forth on Schedule A to this
      Amendment in exchange for the Series 2006-1 Investor Note delivered to such
      Funding Agent on March 7, 2006; 

     

    (e)  The
      Indenture Trustee and the Administrative Agent shall have received the Extension
      of Scheduled Expiry Date and 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; 

     

    (f)  The
      Indenture Trustee and the Administrative Agent shall have received the amended
      and restated Fee Letter relating to the Indenture Supplement in the form of
      Exhibit B to this Amendment, duly executed by the Issuer, the Administrator,
      the
      Administrative Agent and each Funding Agent; and

     

    (g)  The
      Issuer shall have paid to the Administrative Agent on behalf of each Purchaser
      Group the non-refundable renewal fee contemplated by the amended and restated
      Fee Letter referred to in Section 6(e) hereof.

     

    7.  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.

     

    (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.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (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.

     

    


    
      
        
           

        

        
          5

          
            

          

        

        
           

        

      

    

    


    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

    


    
      
        
          
             

            


          

           

        

        
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    EXHIBIT
      A

    TO
      FIRST
      AMENDMENT

    TO
      INDENTURE SUPPLEMENT

     

    Extension
      of Scheduled Expiry Date and Consent of Purchaser Groups

     

    Reference
      is made to (i) that certain Series 2006-1 Indenture Supplement, dated as of
      March 7, 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 successor to JPMorgan Chase Bank, N.A., 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 2006-1 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 agree to extend the Scheduled Expiry Date to March 4, 2008,
      effective on the date hereof, and 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.

     

    The
      undersigned hereby
      waive any Potential Amortization Event or Amortization Event arising by reason
      of the failure of the Issuer to comply with the requirements of Section 4.4(b)
      of the Base Indenture, solely to the extent that the audited financial
      statements of the Issuer for the fiscal year ended December 31, 2006 required
      to
      be furnished to the Indenture Trustee pursuant to such Section 4.4(b) shall
      have
      been furnished to the Indenture Trustee no later than June 29, 2007; provided
      that the failure to furnish such financial statements by June 29, 2007 shall
      constitute an immediate Amortization Event.

     

    


    
      
        
           

        

        
          7

          
            

          

        

        
           

        

      

    

    


    Dated:
      March 6, 2007

     

    


    CHESAPEAKE
      FUNDING LLC

     

    
      	 	
              By:

            	
                      
                                      

            


    

    
      	 	
              Name:

            	 


    

    Title:
       

     

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

     

    
      	 	
              By:

            	
                     
                                 

            


    

    
      	 	
              Name:

            	
               

            


    

    Title:
       

     

    


    
      
        
           

        

        
          8

          
            

          

        

        
           

        

      

    

    


    


     

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

     

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

    


    


    By:
              
                   

    
      	 	
              Name:

            	
               

            


    

    Title:  

     

    FALCON
      ASSET SECURITIZATION 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:
       

     

    


     

    


    
      
        
           

        

        
          9

          
            

          

        

        
           

        

      

    

    


    CRC
      FUNDING, 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:
       

     

     

     

    


    
      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

    


    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:
       

     

     

     

    


    
      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

    


    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:
       

     

     

     

    


    
      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

    


    LIBERTY
      STREET FUNDING CORPORATION, as a CP Conduit Purchaser

     

    By:
              
                   

    
      	 	
              Name:

            	
               

            


    

    Title:  

     

    THE
      BANK
      OF NOVA SCOTIA, as an APA Bank

     

    
      	 	
              By:

            	
                     
                                    

            


    

    
      	 	
              Name:

            	
               

            


    

    Title:
       

     

     

     

    


    
      
        
           

        

        
          13

          
            

          

        

        
           

        

      

    

    


    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:
       

     

    


    
      
        
           

        

        
          14

          
            

          

        

        
           

        

      

    

    


    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:  

     

    


     

    


     

    


    
      
        
           

        

        
          15

          
            

          

        

        
           

        

      

    

    


    THAMES
      ASSET GLOBAL SECURITIZATION NO.1 INC., as a CP Conduit Purchaser

     

    By:
              
                   

    
      	 	
              Name:

            	
               

            


    

    Title:  

     

    THE
      ROYAL
      BANK OF SCOTLAND, NEW YORK BRANCH, as an APA Bank

     

    
      	 	
              By:

            	
                     
                                    

            


    

    
      	 	
              Name:

            	
               

            


    

    Title:
       

    


    
      
        
          
             

            


          

           

        

        
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    ANNEX
      A

    TO
      EXTENSION
      OF 

    SCHEDULED
      EXPIRY 

    DATE
      AND
      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.

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    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:
       

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    PHH
      VEHICLE MANAGEMENT SERVICES, LLC 

     

    
      	 	
              By:

            	
                     
                                 

            


    

    
      	 	
              Name:

            	
               

            


    

    Title:
       

     

    CHESAPEAKE
      FINANCE HOLDINGS LLC

     

    By:
              
                   

    
      	 	
              Name:

            	
               

            


    

    Title:  

     

     

     

    


    
      
        
          
             

            


          

           

        

        
          20

          
            

          

        

        
           

          
             

            


            


          

        

      

    

    



    EXHIBIT
      B

    TO
      FIRST
      AMENDMENT

    TO
      INDENTURE SUPPLEMENT

     

    Chesapeake
      Funding LLC

    940
      Ridgebrook Road

    Sparks,
      Maryland 21152

    


                                March
      6,
      2007

     

    Amended
      and Restated Series 2006-1 Indenture Supplement Fee Letter

     

    JPMorgan
      Chase Bank, N.A. 

    10
      South
      Dearborn, IL1-0597 

    Chicago,
      Illinois 60670

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Series 2006-1 Indenture Supplement, dated as of March
      7,
      2006, as amended as of the date hereof (as further amended or supplemented
      from
      time to time, the “Series
      2006-1 Indenture Supplement”),
      among
      Chesapeake Funding LLC, as the issuer (the “Issuer”),
      PHH
      Vehicle Management Services, LLC, as administrator, JPMorgan Chase Bank, N.A.
      (“JPMorgan
      Chase”),
      as
      administrative agent (the “Administrative
      Agent”),
      the
      CP Conduit Purchasers, APA Banks and Funding Agents named therein and The Bank
      of New York, as successor to JPMorgan Chase Bank, N.A., as indenture trustee
      (the “Indenture
      Trustee”),
      to
      the Base Indenture, dated as of March 7, 2006, between the Issuer and the
      Indenture Trustee. Capitalized terms used but not defined herein are used with
      the meanings assigned to them in the Series 2006-1 Indenture Supplement. This
      Fee Letter sets forth (i) the definitions of Applicable Margin, Commitment
      Fee
      Rate and Program Fee Rate used in the Series 2006-1 Indenture Supplement, (ii)
      the fees to be paid by the Issuer to the Administrative Agent on behalf of
      the
      Funding Agents on the date hereof and (iii) the fees to be paid by the Issuer
      to
      the Administrative Agent on behalf of the Funding Agents if the Administrator
      shall not have delivered (x) the audited consolidated financial statements
      of
      PHH and its consolidated subsidiaries for the fiscal year ended December 31,
      2006 or (y) the Form 10-K filed by PHH with the Securities and Exchange
      Commission for such fiscal year pursuant to Section 8.3(c) of the Series 2006-1
      Indenture Supplement on or prior to May 31, 2007.

     

    The
      following terms shall have the following meanings:

     

    “Applicable
      Margin”
means
      on any date of determination, 0.875% per annum; provided, however that after
      the
      occurrence of an Amortization Event or a Potential Amortization Event, the
      Applicable Margin shall equal 1.50% per annum.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    “Commitment
      Fee Rate”
means
      0.16% per annum; provided,
      however,
      that
      the Commitment Fee Rate on any day on or after October 1, 2007 on which the
      Series 2006-1 Maximum Invested Amount is greater than $2,150,000,000 shall
      be
      0.235% per annum. 

     

    “Program
      Fee Rate”
means
      0.235% per annum; provided,
      however,
      that
      the Program Fee Rate on any day on or after October 1, 2007 on which the Series
      2006-1 Maximum Invested Amount is greater than $2,150,000,000 shall be 0.29%
      per
      annum.

     

    On
      the
      date hereof, the Issuer shall pay to the Administrative Agent on behalf of
      each
      Purchaser Group an amount equal to 0.075% of the Maximum Purchaser Group
      Invested Amount with respect to such Purchaser Group.

     

    If
      the
      Administrator shall not have delivered to the Indenture Trustee, the
      Administrative Agent and each Funding Agent either (i) the audited consolidated
      financial statements of PHH and its consolidated subsidiaries for the fiscal
      year ended December 31, 2006 or (ii) the Form 10-K filed by PHH with the
      Securities and Exchange Commission for such fiscal year pursuant to Section
      8.3(c) of the Series 2006-1 Indenture Supplement on or prior to May 31, 2007,
      the Issuer shall pay to the Administrative Agent on behalf of each Purchaser
      Group an amount equal to 0.04% of the Maximum Purchaser Group Invested Amount
      with respect to such Purchaser Group.

     

    Once
      paid, the fees or any part thereof payable hereunder shall not be refundable
      under any circumstances. All fees payable hereunder shall be paid in immediately
      available funds and shall be in addition to reimbursement of our reasonable
      out-of-pocket expenses. 

    


    It
      is
      understood and agreed that this Fee Letter shall not constitute or give rise
      to
      any obligation to provide any financing; such an obligation will arise only
      to
      the extent provided in the Series 2006-1 Indenture Supplement. This Fee Letter
      may not be amended or waived except by an instrument in writing signed by the
      Issuer and each of the undersigned parties. This Fee Letter shall be governed
      by, and construed and interpreted in accordance with, the laws of the State
      of
      New York. This Fee Letter may be executed in any number of counterparts, each
      of
      which shall be an original, and all of which, when taken together, shall
      constitute one agreement. Delivery of an executed signature page of this Fee
      Letter by facsimile transmission shall be effective as delivery of a manually
      executed counterpart hereof. 

     

    


    
      
        
           

        

        
          22

          
            

          

        

        
           

        

      

    

    


    Please
      confirm that the foregoing is our mutual understanding by signing and returning
      to us an executed counterpart of this Fee Letter.

     

    Very
      truly yours, 

     

    CHESAPEAKE
      FUNDING LLC 

     

    By:
      ____________________________

    Name:

    Title:

     

    


    Accepted
      and agreed to as of

    the
      date
      first written above by:

     

    


     

    PHH
      VEHICLE MANAGEMENT SERVICES, LLC,

     

    as
      Administrator

     

    


    By:
      ____________________________

    Name:

    Title:

    


    


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

     

    By:
      ____________________________

    Name:

    Title:

    


    


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

     

    By:
      ____________________________

    Name:

    Title:

    


     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    CITICORP
      NORTH AMERICA, INC., as Funding Agent

     

    By:
      ____________________________

    Name:

    Title:

    


    


    WACHOVIA
      BANK, NATIONAL 

     

    ASSOCIATION,
      as Funding Agent

     

    By:
      ____________________________

    Name:

    Title:

    


    


    BANK
      OF
      AMERICA, NATIONAL ASSOCIATION, as Funding Agent

     

    By:
      ____________________________

    Name:

    Title:

    


    THE
      BANK
      OF NOVA SCOTIA, as Funding Agent

     

    By:
      ____________________________

    Name:

    Title:

    


    


    WESTLB
      AG, New York Branch, as Funding Agent

     

    By:
      ____________________________

    Name:

    Title:

    


    By:
      ____________________________

    Name:

    Title:

    


    


    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    THE
      ROYAL
      BANK OF SCOTLAND PLC, as Funding Agent

     

    By:
      ____________________________

    Name:

    Title:

    


    


    CALYON
      NEW YORK BRANCH, as Funding Agent

     

    By:
      ____________________________

    Name:

    Title:

    


    By:
      ____________________________

    Name:

    Title:

    


     

    


    
      
        
          
             

            


          

           

        

        
          25

          
            

          

        

        
           

          
            


          

        

      

    

    



    EXHIBIT
      C

    TO
      FIRST
      AMENDMENT

    TO
      INDENTURE SUPPLEMENT

     

    Chesapeake
      Funding LLC

    940
      Ridgebrook Road

    Sparks,
      Maryland 21152

    


                                March
      6,
      2007

     

    Reallocation
      of Purchaser Group Invested Amounts

     

    JPMorgan
      Chase Bank, N.A. 

    10
      South
      Dearborn, IL1-0597 

    Chicago,
      Illinois 60670

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Series 2006-1 Indenture Supplement, dated as of March
      7,
      2006, as amended by the First Amendment thereto (the “First
      Amendment”)
      dated
      as of the date hereof (as further amended or supplemented from time to time,
      the
“Series
      2006-1 Indenture Supplement”),
      among
      Chesapeake Funding LLC, as the issuer (the “Issuer”),
      PHH
      Vehicle Management Services, LLC, as administrator, JPMorgan Chase Bank, N.A.,
      as administrative agent (the “Administrative
      Agent”),
      the
      CP Conduit Purchasers, APA Banks and Funding Agents named therein and The Bank
      of New York, as successor to JPMorgan Chase Bank, National Association, as
      indenture trustee (the “Indenture
      Trustee”),
      to
      the Base Indenture, dated as of March 7, 2006, between the Issuer and the
      Indenture Trustee. Capitalized terms used but not defined herein are used with
      the meanings assigned to them in the Series 2006-1 Indenture Supplement.


    


    On
      the
      date hereof pursuant to the First Amendment, the Series 2006-1 Maximum Invested
      Amount is being increased to $2,900,000,000 and the Maximum Purchaser Group
      Invested Amounts with respect to the Purchaser Groups are in most cases
      increasing. Each Purchaser Group has agreed to enter into this letter agreement
      and increase or decrease its Purchaser Group Invested Amount pursuant hereto
      in
      order to ensure that the Pro Rata Share with respect to such Purchaser Group
      equals the Commitment Percentage with respect to such Purchaser Group after
      giving effect to such increases. 

    


    Each
      Purchaser Group listed on Schedule A hereto hereby agrees that on the date
      hereof the CP Conduit Purchaser included in such Purchaser Group shall issue
      Commercial Paper in an amount sufficient to increase the CP Conduit Funded
      Amount with respect to such Purchaser Group by the amount set forth opposite
      the
      name of such CP Conduit Purchaser on Schedule A hereto (each an “Increase
      Amount”).
      Each
      Purchaser Group listed on Schedule B hereto hereby agrees that on the date
      hereof the CP Conduit Purchaser included in such Purchaser Group shall retire
      Commercial Paper in an amount sufficient to decrease the CP Conduit Funded
      Amount with respect to such Purchaser Group by the amount set forth opposite
      the
      name of such CP Conduit Purchaser on Schedule B hereto (each a “Decrease
      Amount”).
      The
      Issuer hereby acknowledges and agrees that it will have no interest in the
      proceeds of any Commercial Paper to be issued on the date hereof. 

    


    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    Each
      Purchaser Group listed on Schedule A hereto hereby agrees to cause an amount
      equal to its Increase Amount to be paid to the Administrative Agent on the
      date
      hereof, in immediately available funds by wire transfer to the FMSD Incoming
      Clearing Account, account number 9008112016 at JPMorgan Chase Bank, N.A., ABA#:
      021000021, Reference: Chesapeake Funding LLC, 2006-1, no later than 11:00 a.m.
      (New York City time). Upon receipt of such funds, the Administrative Agent
      shall
      pay each Purchaser Group listed on Schedule B hereto its Decrease Amount.


    


    The
      parties hereto acknowledge and agree that, after giving effect to the payment
      of
      the Increase Amounts and the Decrease Amounts as provided herein, the Series
      2006-1 Invested Amount shall remain unchanged and the Purchaser Group Invested
      Amount of each Purchaser Group shall equal the amount set forth opposite the
      name of the CP Conduit Purchaser included in such Purchaser Group on Schedule
      C
      hereto.

    


    This
      Letter Agreement may not be amended or waived except by an instrument in writing
      signed by the Issuer and each of the undersigned parties. This Letter Agreement
      shall be governed by, and construed and interpreted in accordance with, the
      laws
      of the State of New York. This Letter Agreement may be executed in any number
      of
      counterparts, each of which shall be an original, and all of which, when taken
      together, shall constitute one agreement. Delivery of an executed signature
      page
      of this Letter Agreement by facsimile transmission shall be effective as
      delivery of a manually executed counterpart hereof. 

     

    


     

    


    
      
        
          
          

           

        

        
          27

          
            

          

        

        
           

          
             

            


            


          

        

      

    

    



    Please
      confirm that the foregoing is our mutual understanding by signing and returning
      to us an executed counterpart of this Letter Agreement.

     

    Very
      truly yours, 

     

    CHESAPEAKE
      FUNDING LLC 

     

    By:
      ____________________________

    Name:

    Title:

     

    


     

    Accepted
      and agreed to as of

    the
      date
      first written above by:

     

    


     

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

     

    By:
      ____________________________

    Name:

    Title:

    


    


    
      
        
           

        

        
          28

          
            

          

        

        
           

        

      

    

    


    PARK
      AVENUE RECEIVABLES COMPANY, LLC, as 

    a
      CP
      Conduit Purchaser

     

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

    


    


    By:
      ____________________________

    Name:

    Title:

    


    FALCON
      ASSET SECURITIZATION 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 APA Bank

     

    


    By:
      ____________________________

    Name:

    Title:

    


    
      
        
           

        

        
          29

          
            

          

        

        
           

        

      

    

    


    


     

    CRC
      FUNDING, 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:

    


    
      
        
           

        

        
          30

          
            

          

        

        
           

        

      

    

    


    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:

    


    
      
        
           

        

        
          31

          
            

          

        

        
           

        

      

    

    


    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:

    


    
      
        
           

        

        
          32

          
            

          

        

        
           

        

      

    

    


    LIBERTY
      STREET FUNDING CORPORATION, as a CP Conduit Purchaser

     

    


     

    By:
      ____________________________

    Name:

    Title:

    


    THE
      BANK
      OF NOVA SCOTIA, as an APA Bank

    


     

    By:
      ____________________________

    Name:

    Title:

    


    
      
        
           

        

        
          33

          
            

          

        

        
           

        

      

    

    


    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:

    


    


    
      
        
           

        

        
          34

          
            

          

        

        
           

        

      

    

    


    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:

    


    
      
        
           

        

        
          35

          
            

          

        

        
           

        

      

    

    


    THAMES
      ASSET GLOBAL SECURITIZATION NO.1 INC., as a CP Conduit Purchaser 

    


    By:
      ____________________________

    Name:

    Title:

    


     

    THE
      ROYAL
      BANK OF SCOTLAND, NEW YORK BRANCH, as an APA Bank 

    


    By:
      ____________________________

    Name:

    Title:

     

     

     

     36