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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Form 10-QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 Registration File No. 333-40708

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Chesapeake Funding LLC(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction
of incorporation or organization)                |  | 51-0391968(I.R.S. Employer
Identification Number)
|------------------------------------------------------------------------------------- |  | -------------------------------------------------
|307 International Circle
Hunt Valley, Maryland(Address of principal executive office) |  | 21030(Zip Code)                                  
|(410) 771-1900(Registrant's telephone number, including area code)                   

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days: Yes ý    No o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No ý

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Chesapeake Funding LLC

Index

|        |  |                                                                                          |  | Page
|------- |  | ---------------------------------------------------------------------------------------- |  | ----
|PART I  |  | Financial Information                                                                    |  |     
|Item 1. |  | Financial Statements                                                                     |  |     
|        |  | Condensed Statements of Income for the three and six months ended June 30, 2003 and 2002 |  | 3   
|        |  | Condensed Balance Sheets as of June 30, 2003 and December 31, 2002                       |  | 4   
|        |  | Condensed Statements of Cash Flows for the six months ended June 30, 2003 and 2002       |  | 5   
|        |  | Notes to Condensed Financial Statements                                                  |  | 6   
|Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations    |  | 8   
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                               |  | 14  
|Item 4. |  | Controls and Procedures                                                                  |  | 14  
|PART II |  | Other Information                                                                        |  |     
|Item 6. |  | Exhibits and Reports on Form 8-K                                                         |  | 14  
|        |  | Signatures                                                                               |  | 15  

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FORWARD-LOOKING STATEMENTS

Forward-looking statements in our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking
statements were based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the
forward-looking statements.

Statements
preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar
expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the
following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements:



Other
factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as well as other
factors may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control.

You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us. Except for our ongoing obligations to disclose
material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of
unanticipated events unless required by law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.

2

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements

Chesapeake Funding LLC  CONDENSED STATEMENTS OF INCOME  (In thousands)

|                                                                                      |                               | Three Months Ended
June 30, |        | Six Months Ended
June 30,
|------------------------------------------------------------------------------------- | ----------------------------- | --------------------------- | ------ | -------------------------
|
|Income:                                                                               |                               |                             |        |                          
|Income from investment in related party special unit of beneficial interest in leases |                               | $                           | 31,343 |                          
|                                                                                      |                               |                             |        |                          
|Expenses:                                                                             |                               |                             |        |                          
|                                                                                      | Interest expense              |                             |        | 14,250                   
|                                                                                      | Service fees to related party |                             |        | 1,835                    
|                                                                                      |                               |                             |        |                          
|                                                                                      |                               | Total expenses              |        |                          
|                                                                                      |                               |                             |        |                          
|Operating income                                                                      |                               |                             | 15,258 |                          
|Interest income                                                                       |                               |                             | 496    |                          
|                                                                                      |                               |                             |        |                          
|Income before income taxes                                                            |                               |                             | 15,754 |                          
|Income tax provision                                                                  |                               |                             | 394    |                          
|                                                                                      |                               |                             |        |                          
|Net income                                                                            |                               | $                           | 15,360 |                          
|                                                                                      |                               |                             |        |                          

See
Notes to Condensed Financial Statements.

3

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Chesapeake Funding LLC  CONDENSED BALANCE SHEETS  (In thousands)

|                                      |                                                                          | June 30,
2003 |           | December 31,
2002 |  
|------------------------------------- | ------------------------------------------------------------------------ | ------------- | --------- | ----------------- | -
|Assets:                               |                                                                          |               |           |                   |  
|                                      | Cash and cash equivalents                                                |               | $         | 101,032           |  
|                                      | Restricted cash                                                          |               |           | 65,432            |  
|                                      | Special unit of beneficial interest in fleet receivables  related party |               |           | 110,958           |  
|                                      | Special unit of beneficial interest in leases  related party            |               |           | 3,408,475         |  
|                                      | Income tax receivable                                                    |               |           | 70                |  
|                                      | Other assets                                                             |               |           | 18,873            |  
|                                      |                                                                          |               |           |                   |  
|Total assets                          |                                                                          | $             | 3,704,840 |                   | $
|                                      |                                                                          |               |           |                   |  
|Liabilities and members' equity       |                                                                          |               |           |                   |  
|Liabilities:                          |                                                                          |               |           |                   |  
|                                      | Accrued interest                                                         |               | $         | 3,154             |  
|                                      | Deferred income taxes                                                    |               |           | 7,725             |  
|                                      | Medium-term notes                                                        |               |           | 1,837,843         |  
|                                      | Variable funding notes                                                   |               |           | 999,017           |  
|                                      |                                                                          |               |           |                   |  
|Total liabilities                     |                                                                          |               | 2,847,739 |                   |  
|                                      |                                                                          |               |           |                   |  
|Members' equity:                      |                                                                          |               |           |                   |  
|                                      | Preferred membership interests                                           |               |           | 232,279           |  
|                                      | Common membership interests, no par value                                |               |           | 421,661           |  
|                                      | Note receivable from common member                                       |               |           | (53,289           | )
|                                      | Retained earnings                                                        |               |           | 256,450           |  
|                                      |                                                                          |               |           |                   |  
|Total members' equity                 |                                                                          |               | 857,101   |                   |  
|                                      |                                                                          |               |           |                   |  
|Total liabilities and members' equity |                                                                          | $             | 3,704,840 |                   | $
|                                      |                                                                          |               |           |                   |  

See
Notes to Condensed Financial Statements.

4

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Chesapeake Funding LLC  CONDENSED STATEMENTS OF CASH FLOWS  (In thousands)

|                                                                                  |                                                          | Six Months Ended
June 30,                 |         
|--------------------------------------------------------------------------------- | -------------------------------------------------------- | ----------------------------------------- | --------
|
|Operating Activities:                                                             |                                                          |                                           |         
|Net income                                                                        |                                                          | $                                         | 35,347  
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                          |                                           |         
|                                                                                  | Amortization of deferred financing fees                  |                                           |         
|                                                                                  | Net loss (gain) on interest rate cap                     |                                           |         
|                                                                                  | Net changes in other assets and liabilities:             |                                           |         
|                                                                                  |                                                          | Accrued interest and income taxes payable |         
|                                                                                  |                                                          | Income tax receivable                     |         
|                                                                                  |                                                          | Interest income receivable                |         
|                                                                                  |                                                          | Restricted cash                           |         
|                                                                                  |                                                          |                                           |         
|Net cash provided by operating activities                                         |                                                          |                                           | 70,913  
|                                                                                  |                                                          |                                           |         
|Investing Activities:                                                             |                                                          |                                           |         
|                                                                                  | Special unit of beneficial interest in fleet receivables |                                           |         
|                                                                                  | Special unit of beneficial interest in leases            |                                           |         
|                                                                                  |                                                          |                                           |         
|Net cash provided by (used in) operating activities                               |                                                          |                                           | 46,103  
|                                                                                  |                                                          |                                           |         
|Financing Activities:                                                             |                                                          |                                           |         
|                                                                                  | Payment of deferred financing fees                       |                                           |         
|                                                                                  | Proceeds from issuance of preferred membership interests |                                           |         
|                                                                                  | Payment of preferred membership interests                |                                           |         
|                                                                                  | Capital distributions to common member                   |                                           |         
|                                                                                  | Preferred membership interest dividends paid             |                                           |         
|                                                                                  | Proceeds from issuance of variable funding notes         |                                           |         
|                                                                                  | Payment of variable funding notes                        |                                           |         
|                                                                                  | Proceeds from issuance of medium term notes              |                                           |         
|                                                                                  | Payment of medium-term notes                             |                                           |         
|                                                                                  |                                                          |                                           |         
|Net cash used in financing activities                                             |                                                          |                                           | (181,533
|                                                                                  |                                                          |                                           |         
|Net decrease in cash and cash equivalents                                         |                                                          |                                           | (64,517 
|Cash and cash equivalents, beginning of period                                    |                                                          |                                           | 165,549 
|                                                                                  |                                                          |                                           |         
|Cash and cash equivalents, end of period                                          |                                                          | $                                         | 101,032 
|                                                                                  |                                                          |                                           |         
|Supplemental disclosures of cash flow information:                                |                                                          |                                           |         
|Interest and preferred membership interest dividends paid                         |                                                          | $                                         | 27,395  
|                                                                                  |                                                          |                                           |         
|Income taxes paid                                                                 |                                                          | $                                         | 631     
|                                                                                  |                                                          |                                           |         

See
Notes to Condensed Financial Statements.

5

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Chesapeake Funding LLC  NOTES TO CONDENSED FINANCIAL STATEMENTS  (Unless otherwise noted, all amounts are in millions)

1.     Summary of Significant Accounting Policies

6

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2.     Debt

3.     Preferred Membership Interests

4.     Subsequent Events

*****

7

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited Condensed Financial Statements and accompanying Notes thereto included elsewhere herein and with our
2002 Annual Report on Form 10-K filed with the Commission on March 10, 2003. Unless otherwise noted, all dollar amounts are in thousands.

We
are a limited purpose entity formed in 1999.    Our activities are limited to acquiring and holding an investment in the Lease SUBI (which is a special unit of beneficial interest in
certain leases and vehicles owned by DLPT) and a portion of the Fleet Receivable SUBI (which is a special unit of beneficial interest in certain fleet management receivables owned by DLPT), issuing
indebtedness and preferred membership interests to finance such investment and engaging in other activities that are related or incidental to the foregoing and necessary, convenient or advisable to
accomplish the foregoing. We do not conduct operating activities.

Income
from investment in related party special unit of beneficial interest in leases for the three and six months ended June 30, 2003 decreased by $9,801 and $13,085, respectively, from the
comparable periods in 2002. Such decreases resulted primarily from declines in the floating rate indices on which interest billings under the leases allocated to the Lease SUBI are based. Interest
expense for the three and six months ended June 30, 2003 decreased by $4,858 and $4,593, respectively, as a result of decreases in the commercial paper rates and LIBOR at which our floating
rate debt accrues interest. Accordingly, operating income for the three and six months ended June 30, 2003 decreased by $4,769 and $8,171, respectively.

The
principal source of our revenue is payments received on the Lease SUBI held by us. Set forth below is certain historical data with respect to delinquency experience, loss and recovery experience,
residual value loss experience, conversions of floating rate leases to fixed rate leases, and fleet management billing experience, in each case for leases and fleet management receivables that are of
the same type as those allocated to the Lease SUBI and the Fleet Receivable SUBI.

As
described in the current report on Form 8-K filed on May 30, 2003, we reported that Standard & Poor's Rating Services had put our asset-backed notes on credit
watch. We proposed to Standard & Poor's amendments to the documentation for our asset-backed notes that would create, in favor of the indenture trustee for the asset-backed notes, a first
priority perfected security interest in the assets underlying such asset-backed notes. On June 18, 2003, such amendments to the documentation for our asset-backed notes were effected and
Standard & Poor's removed our asset-backed notes from credit watch and affirmed the ratings of all of our outstanding notes.

In
presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. We do
not believe the estimates and assumptions that we are required to make are particularly subjective or complex and as such we do not believe any change in these estimates or assumptions would have a
material impact on our financial statements.

8

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Delinquency Experience

The following table sets forth delinquency data with respect to aggregate billings of lease payments for all of VMS' leases and fleet management receivables for the six months
ended June 30, 2003 and 2002. These leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet management receivables allocated to the
Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

|                                         |  | Six Months Ended
June 30, |  
|---------------------------------------- |  | ------------------------- | -
|
|Percentage of Billings Delinquent(1)(2): |  |                           |  
|30-59 Days                               |  | 0.42                      | %
|60 Days or More                          |  | 2.80                      | %
|                                         |  |                           |  
|Total 30 or More Days Delinquent         |  | 3.22                      | %
|                                         |  |                           |  

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Total
delinquencies for the six months ended June 30, 2003 remained below 5% of total billings, which is consistent with the performance of the portfolio over the last several years.
Delinquencies of 30-59 days decreased for the six months ended June 30, 2003 to 0.42% from 1.33% for the six months ended June 30, 2002 due to successful collection
efforts. Delinquencies of 60 days or more for the six months ended June 30, 2003 decreased slightly to 2.80% of total billings from 2.91% for the six months ended June 30, 2002.
Management is not aware of any factors which would negatively impact delinquencies for 2003 beyond historical levels.

9

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Loss and Recovery Experience

The following table sets forth loss and recovery data with respect to VMS' leases and fleet management receivables for the six months ended June 30, 2003 and 2002. These
leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet management receivables allocated to the Fleet Receivable SUBI and do not include
any other types of leases or fleet management receivables.

|                                                             |  | Six Months Ended
June 30, |          
|------------------------------------------------------------ |  | ------------------------- | ---------
|
|Ending dollar amount of leases(1)                            |  | $                         | 3,408,475
|Total billings for period                                    |  |                           | 1,132,760
|Gross losses(2)                                              |  |                           | 134      
|Recoveries(3)                                                |  |                           | 16       
|                                                             |  |                           |          
|Net losses                                                   |  | $                         | 150      
|                                                             |  |                           |          
|Net losses as a percentage of ending dollar amount of leases |  |                           | 0.00     
|Net losses as a percentage of total billings for period      |  |                           | 0.01     

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Net
losses as a percentage of ending dollar amount of leases remained the same for the six months ended June 30, 2003 compared to the six months ended June 30, 2002. Net losses as a
percentage of total billings decreased from .02% for the six months ended June 30, 2002 to .01% for the comparable period in 2003 due to lower losses from bankruptcies during the six months
ended June 30, 2003.

Gross
losses with respect to bankrupt obligors generally are not recognized by VMS until it receives payment upon the confirmation of the plan of reorganization of the bankrupt obligor and receives
any terminal rental adjustment payments that may be applied to satisfy outstanding obligations with respect to fleet management receivables. Losses are charged against previously established reserves.
Reserve adequacy for the purposes of VMS' financial statements is determined at the time of a client's bankruptcy filing and any necessary charge is recorded to the income statement at that time.

10

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Residual Value Loss Experience

The following table sets forth residual value loss performance data for VMS' closed-end leases for the six months ended June 30, 2003 and 2002. These
closed-end leases are of the same type as the closed-end leases allocated to the Lease SUBI and do not include any other types of closed-end leases.

|                                                         |  | Six Months Ended
June 30, |       
|-------------------------------------------------------- |  | ------------------------- | ------
|
|Total number of closed-end leases scheduled to terminate |  |                           | 2,228 
|Number of sold vehicles                                  |  |                           | 2,496 
|Full termination ratio(1)                                |  |                           | 112.03
|Total loss on sold vehicles(2)                           |  | $                         | (650  
|Average loss per sold vehicles(1)                        |  | $                         | (260  
|Loss as a percentage of stated residual values of        |  |                           |       
|sold vehicles(4)                                         |  |                           | (3.09 

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Total
residual value losses increased $460 to $650 and the total number of sold vehicles increased by 26.8%. The increase in units sold resulted from clients retaining vehicles beyond their original
lease term in 2002 which were then sold in 2003. The average loss per vehicle returned and sold in the six months ended June 30, 2003 increased to $260 per unit in 2003 from $97 per unit in
2002 due to lower used car values resulting from higher volumes of used cars available in the market.

Conversions of Floating Rate Leases to Fixed Rate Leases

The following table sets forth data with respect to conversions of VMS' floating rate leases to fixed rate leases during the six months ended June 30, 2003 and 2002.

|                                                              |  | Six Months Ended
June 30, |          
|------------------------------------------------------------- |  | ------------------------- | ---------
|
|Dollar amount of conversions for period(1)                    |  | $                         |         
|Ending dollar amount of leases(2)                             |  |                           | 3,408,475
|Conversions as a percentage of ending dollar amount of leases |  |                           | 0.00     

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There
were no conversions of floating rate leases to fixed rate leases during the six months ended June 30, 2003 compared with $4.9 million for the comparable period in 2002. Management
believes that the lack of conversions in 2003 is due to the clients perception that floating rates will remain at, or decline from, current levels.

11

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Fleet Management Receivable Billing Experience

The following table sets forth data for VMS' aggregate billings of fleet management receivables for the six months ended June 30, 2003 and 2002. These fleet management
receivables are of the same type as the fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of fleet management receivables.

|                         |  | Six Months Ended
June 30,
|------------------------ |  | -------------------------
|
|Aggregate billings       |  | $                        
|Average monthly billings |  |                          
|Maximum monthly billings |  |                          
|Minimum monthly billings |  |                          

Aggregate
fleet management receivable billings increased to approximately $495.8 million during the six months ended June 30, 2003 compared to approximately $436.6 million during
the comparable period in 2002. The primary factor for this increase was higher service card billings resulting from an increase in fuel and maintenance billings.

12

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Characteristics of Leases Allocated to Lease SUBI

The following tables contain certain statistical information relating to the leases allocated to the Lease SUBI as of June 19, 2003 (the last Lease SUBI monthly reporting
period cutoff date during the second quarter of 2003). The following information does not include vehicles ordered at the request of lessees party to a master lease agreement allocated to the Lease
SUBI, having an aggregate cost of $107,670,415 as of that date because such vehicles were not yet subject to a lease. For the purposes of preparing the following tables, we assumed the original term
of each lease to be the period over which the related vehicle is scheduled to be depreciated.

Composition of Leases

|Aggregate unit balance of leases                                                            |  | $3,190,993,272.03     
|------------------------------------------------------------------------------------------- |  | ----------------------
|Number of leases                                                                            |  | 211,925               
|Average unit balance                                                                        |  | $15,057.18            
|Range of unit balances                                                                      |  | $3.58 to $777,807.16  
|Aggregate unit balance of open-end leases                                                   |  | $3,084,593,581.44     
|Aggregate unit balance of floating rate leases                                              |  | $2,466,922,559.73     
|Aggregate lease balance of CP rate index floating rate leases                               |  | $2,359,706,182.84     
|Weighted average spread over CP rate                                                        |  | 0.336%                
|Range of spreads over CP rate                                                               |  | 0.00% to 3.00%        
|Aggregate unit balance of floating rate leases indexed to floating rates other than CP rate |  | $107,216,376.89       
|Aggregate unit balance of fixed rate leases                                                 |  | $724,070,712.30       
|Weighted average fixed rate                                                                 |  | 5.037%                
|Range of fixed rates                                                                        |  | 0.00% to 20.668%      
|Weighted average original lease term                                                        |  | 62.02                 
|Range of original lease terms                                                               |  | 12 to 132 months      
|Weighted average remaining term                                                             |  | 42.40                 
|Range of remaining terms                                                                    |  | 0 to 119 months       
|Aggregate unit balance of closed-end leases                                                 |  | $106,399,690.59       
|Average unit balance of closed-end leases                                                   |  | $16,462.90            
|Range of unit balance of closed-end leases                                                  |  | $188.19 to $502,258.05
|Average stated residual value of closed-end leases                                          |  | $9,099.82             
|Note: Dollar amounts are in whole amounts                                                   |  |                       

As
of June 19, 2003, the aggregate lease balance of the leases allocated to the Lease SUBI with the lessee having the largest aggregate lease balances was $137,803,704. The aggregate lease balance of
the leases allocated to the Lease SUBI with the lessees having the five largest aggregate lease balances was $521,134,555 and the aggregate lease balance of the leases allocated to the Lease SUBI with
the lessees having the ten largest aggregate lease balances was $833,142,124.

13

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Item 3.    Quantitative and Qualitative Disclosures About Market Risks

We use interest rate caps to manage and reduce the interest rate risk related specifically to our asset-backed debt. Interest rate risk is our only market exposure. We do not
engage in trading, market-making, or other speculative activities in the derivatives markets. We assess our interest rate risk based on changes in the interest rates utilizing a sensitivity analysis,
which measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in our asset-backed debt and interest rate caps. We used
June 30, 2003 interest rates to perform a sensitivity analysis. We have determined, through such analyses, that the impact of a 10% change in interest rates on our earnings, fair values and
cash flows would not be material.

Item 4.    Controls and Procedures

PART IIOTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K



14

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

| | CHESAPEAKE FUNDING LLC                                                                                                             
| | -----------------------------------------------------------------------------------------------------------------------------------
| | /s/Neil J. CashenNeil J. Cashen
Chief Financial Officer
(Principal Financial Officer
and duly authorized officer
of the Registrant)

Date:
August 13, 2003

15

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Exhibit Index

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Formation of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC), incorporated by reference to the Registration Statement on Form S-1 (File no. 333-40708) filed with the Securities and Exchange Commission on June 30,
2000.                                                                                                                                                                                                                                                                                                                               
|3.2         |  | Certificate of Amendment to Certificate of Formation of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC) dated April 25, 2002, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-87568) filed with the
Securities and Exchange Commission on May 3, 2002.                                                                                                                                                                                                                                                                                
|3.3         |  | Certificate of Amendment to Certificate of Formation of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC), dated June 24, 2002, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-103678) filed with the
Securities and Exchange Commission on August 1, 2003.                                                                                                                                                                                                                                                                            
|3.4         |  | Amended and Restated Limited Liability Company Agreement of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC) dated as of October 28, 1999, incorporated by reference to the Registration Statement on Form S-1 (File no. 333-40708) filed
with the Securities and Exchange Commission on June 30, 2000.                                                                                                                                                                                                                                                                  
|3.5         |  | First Amendment, dated as of April 25, 2002, to the Amended and Restated Limited Liability Company Agreement of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC), dated as of October 28, 1999, incorporated by reference to the
Registration Statement on Form S-3 (File no. 333-87568) filed with the Securities and Exchange Commission on May 3, 2002.                                                                                                                                                                                                               
|3.6         |  | Second Amendment, dated as of June 18, 2003, to the Amended and Restated Limited Liability Company Agreement of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC), dated as of October 28, 1999, incorporated by reference to the
Registration Statement on Form S-3 (File no. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.                                                                                                                                                                                                           
|10.1        |  | Supplemental Indenture No. 2, dated as of May 27, 2003, to the 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) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-103678) filed with the Securities and Exchange Commission on
August 1, 2003.                                                             
|10.2        |  | Supplemental Indenture No. 3, dated as of June 18, 2003, to the Base Indenture, dated as of June 30, 1999, as supplemented by Supplemental Indenture No. 1, dated as of October 28, 1999, and Supplemental Indenture No. 2, dated as of May 27, 2003,
between Chesapeake Funding LLC (formerly known as Greyhound Funding LLC) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, incorporated by reference to the Registration Statement on Form S-3 (File no.
333-103678) filed with the Securities and Exchange Commission on August 1, 2003.
|10.3        |  | Amendment No. 1, dated as of June 18, 2003, to the Amended and Restated Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as Initial Beneficiary and Settlor, PHH Vehicle Management Services, LLC, as UTI Trustee, and
Wilmington Trust Company, as Delaware Trustee, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

16

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|10.4 |  | Amendment No. 1, dated as of June 18, 2003, to Sold SUBI Supplement 1999-1B to Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as Settlor and Initial Beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee
and Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-103678) filed with the Securities and Exchange Commission on August 1,
2003.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5 |  | Guaranty, dated as of June 18, 2003, made by D.L. Peterson Trust in favor of JPMorgan Chase Bank, as Indenture Trustee for Chesapeake Funding LLC, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-103678) filed with
the Securities and Exchange Commission on August 1, 2003.                                                                                                                                                                                        
|10.6 |  | Nominee Lienholder Agreement, dated as of June 18, 2003, between Raven Funding LLC and JPMorgan Chase Bank, as Indenture Trustee, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-103678) filed with the Securities and
Exchange Commission on August 1, 2003.                                                                                                                                                                                                         
|10.7 |  | Security Agreement, dated as of June 18, 2003, between D.L. Peterson Trust and JPMorgan Chase Bank, as Indenture Trustee, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-103678) filed with the Securities and Exchange
Commission on August 1, 2003.                                                                                                                                                                                                                 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                    
|31.2 |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                    
|32   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                  

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