Exhibit 10.4


                                 AMENDMENT NO. 1
                            DATED AS OF JUNE 18, 2003


                                       TO


                          SOLD SUBI SUPPLEMENT 1999-1B
                         TO ORIGINATION TRUST AGREEMENT



                                      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


                            DATED AS OF JUNE 30, 1999


<PAGE>


          AMENDMENT NO. 1, dated as of June 18, 2003 (the "Amendment No. 1"), to
SOLD SUBI SUPPLEMENT  1999-1B to ORIGINATION  TRUST AGREEMENT,  dated as of June
30, 1999, among Raven Funding LLC, a special purpose limited  liability  company
established  under  the  laws  of  Delaware  ("SPV"),  as  Settlor  and  Initial
Beneficiary,  PHH Vehicle Management Services,  LLC, a limited liability company
established under the laws of Delaware ("VMS"), as UTI Trustee and Servicer, and
Wilmington Trust Company, as Delaware Trustee and SUBI Trustee, (the "Trustee").

                              W I T N E S S E T H:

          WHEREAS,  the SPV,  VMS and the  Trustee  are  parties  to a Sold SUBI
Supplement  1999-1B to Origination  Trust  Agreement,  dated as of June 30, 1999
(the "Fleet Receivable SUBI Supplement");

          WHEREAS, the SPV, VMS and the Trustee desire to amend certain terms of
the Fleet Receivable SUBI Supplement; and

          WHEREAS,  the  SPV,  VMS and the  Trustee  have  duly  authorized  the
execution and delivery of this Amendment No. 1.

          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 Fleet Receivable
SUBI Supplement be amended and supplemented as follows:

          SECTION 1: CERTAIN DEFINED TERMS

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

          SECTION 2: AMENDMENT TO SECTION  11.3(c) OF THE FLEET  RECEIVABLE SUBI
SUPPLEMENT

          Section  11.3(c) is hereby  replaced in its entirety by the  following
new Section 11.3(c):

          "(c) The Class X 1999-1B Sold SUBI Certificate represents the right to
          the Class X 1999-1B  Invested Amount and the Class Y 1999-1B Sold SUBI
          Certificate  represents  the  right to the  Class Y  1999-1B  Invested
          Amount,  after the holder of the Class X 1999-1B Sold SUBI Certificate
          shall  have  received  the Class X 1999-1B  Invested  Amount.  For the
          purposes of this  1999-1B Sold SUBI  Supplement,  (i) "Class X 1999-1B
          Invested Amount" means for each Monthly Period, an amount equal to the
          lesser of (x) $120,000,000 and (y) the Aggregate Receivables Amount as
          of the close of business on the first day of such Monthly Period, (ii)
          "Class Y 1999-1B Invested  Amount" means,  for any Monthly Period,  an
          amount equal to the excess,  if any, of (x) the Aggregate  Receivables
          Amount as of the close of  business  on the first day of such  Monthly
          Period over

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          (y) $120,000,000,  and (iii) the "Aggregate  Receivables Amount" as of
          any date is equal to the sum for all Eligible  Receivables held by the
          Trust on such date of the amounts owing by the Obligors  thereunder as
          of such date.  A list  identifying  the  Obligors  with respect to the
          Fleet  Receivables as of June, 24, 1999 is attached hereto as Schedule
          I. The UTI Trustee  hereby  identifies  and  allocates as 1999-1B Sold
          SUBI  Assets such  portfolio  of SUBI  Assets,  such SUBI Assets to be
          identified  on the  books and  accounts  of the  Origination  Trust as
          belonging exclusively to the 1999-1B Sold SUBI Portfolio."

          SECTION 3: MISCELLANEOUS

          Section 3.1: Duplicate  Originals.  The parties may sign any number of
copies  of this  Amendment  No.  1. One  signed  copy is  enough  to prove  this
Amendment No. 1.

          Section  3.2:  Ratification  and  Effect.  The Fleet  Receivable  SUBI
Supplement,  as amended  and  supplemented  by this  Amendment  No. 1, is in all
respects ratified and confirmed,  shall continue to be in full force and effect,
and shall be read, taken and construed as one and the same instrument.

          Section 3.3:  GOVERNING  LAW. THIS  AMENDMENT NO. 1 AND THE RIGHTS AND
OBLIGATIONS  OF THE PARTIES UNDER THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE.

          Section 3.4:  Headings.  The various  headings in this Amendment No. 1
are for  purposes  of  reference  only and  shall  not  affect  the  meaning  or
interpretation of any provision of this Amendment No. 1.

          Section 3.5: Counterparts. This Amendment No. 1 may be executed in two
or more counterparts, and by different parties on separate counterparts, each of
which shall be an original,  but all of which together shall  constitute one and
the same instrument.

          Section 3.6:  Severability  of  Provisions.  If any one or more of the
covenants,  agreement, provisions or terms of this Amendment No. 1 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  No. 1 and  shall in no way
affect the validity or  enforceability of the other provisions of this Amendment
No. 1.

                                      -2-

<PAGE>


          IN WITNESS  WHEREOF,  the undersigned have caused this Amendment No. 1
to be duly executed as of the day and year first written above.



                              RAVEN FUNDING LLC



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



                              CHESAPEAKE FUNDING LLC, as holder of the
                              Class X 1999-1B Sold SUBI Certificate



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





                              JPMORGAN CHASE BANK, as pledgee of the
                              Class X 1999-1B Sold SUBI Certificate



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

<PAGE>


                              PHH Vehicle Management Services, LLC, as UTI
                              Trustee



                              By: /s/ Joseph W. Weikel
                                 -----------------------------------------------
                                      Senior Vice President and Assistant
                                      Secretary

                              Wilmington Trust Company, as Delaware Trustee
                              and SUBI Trustee



                              By: /s/ Jennifer A. Luce
                                 -----------------------------------------------
                                      Financial Services Officer