EX-10.1






Exhibit 10.1




Extension of Scheduled Expiry Date




          Reference is made to that certain Amended and Restated Series 2006-2 Indenture
Supplement, dated as of December 1, 2006, as amended by the First Amendment thereto, dated as
of March 6, 2007, and the Second Amendment thereto, dated as of November 30, 2007 (as further
amended or supplemented, the “Series 2006-2 Indenture Supplement”), among Chesapeake
Funding LLC (the “Issuer”), PHH Vehicle Management Services, LLC, as 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 for the CP Conduit Purchasers, the APA Banks and the Funding Agents, and The Bank of
New York Mellon (formerly known as The Bank of New York), as Indenture Trustee (the
“Indenture Trustee”), to the Base Indenture, dated as of March 7, 2006 between the
Issuer and the Indenture Trustee. All capitalized terms defined in the Series 2006-2
Indenture Supplement and used herein shall have the meanings given to them therein.



          The undersigned hereby agree to extend the Scheduled Expiry Date to December 17,
2008.



Dated: December 8, 2008




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



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

 	 
	 
	 	By:  	/s/
Corina Mills
 	 
	 	 	Name:  	Corina Mills	 
	 	 	Title:  	Vice President	 
	 
	 	JPMORGAN CHASE BANK, N.A., as an APA Bank

 	 
	 	By:  	/s/
Corina Mills
 	 
	 	 	Name:  	Corina Mills	 
	 	 	Title:  	Vice President	 









 



2

	 	 	 	 	 



	 	 	 	 	 
	 	VARIABLE FUNDING CAPITAL COMPANY

LLC, as a CP Conduit Purchaser



By: WACHOVIA CAPITAL MARKETS, LLC,

       As Attorney-in-Fact

 	 
	 
	 	By:  	                                             /s/ Douglas R. Wilson, Sr.
 	 
	 	 	Name:  	Douglas R. Wilson, Sr.	 
	 	 	Title:  	Director	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as an APA Bank

 	 
	 	By:  	/s/ Kevin McConnell
 	 
	 	 	Name:  	Kevin McConnell	 
	 	 	Title:  	Managing Director	 
	 




Signature Page to Series 2006-2 Consent










 



3



	 	 	 	 	 
	 	YC SUSI TRUST, as a CP Conduit Purchaser

 	 
	 	By:  	Bank of America, National Association, as
Administrative Trustee
 	 
	 
	 	By:  	
/s/ Leif E. Rauer
 	 
	 	 	Name:  	Leif E. Rauer	 
	 	 	Title:  	Vice President	 
	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as an APA Bank

 	 
	 	By:  	/s/ Leif E. Rauer
 	 
	 	 	Name:  	Leif E. Rauer	 
	 	 	Title:  	Vice President	 
	 




Signature Page to Series 2006-2 Consent











 



4



	 	 	 	 	 
	 	LIBERTY STREET FUNDING LLC, as a CP

Conduit Purchaser

 	 
	 	By:  	/s/
Jill A. Russo
 	 
	 	 	Name:  	Jill A. Russo	 
	 	 	Title:  	Vice President	 
	 
	 	THE BANK OF NOVA SCOTIA, as an APA Bank

 	 
	 	By:  	/s/
Michael Eden
 	 
	 	 	Name:  	Michael Eden	 
	 	 	Title:  	Director	 
	 




Signature Page to Series 2006-2 Consent










 



5



	 	 	 	 	 
	 	PARADIGM FUNDING, LLC, as a CP Conduit

Purchaser

 	 
	 	By:  	/s/
Doris J. Hearn	 
	 	 	Name: 	Doris J. Hearn	 
	 	 	Title:	Vice President	 
	 
	 	WESTLB AG, NEW YORK BRANCH, as an APA

Bank

 	 
	 	By:  	/s/
Brian Statfeld	 
	 	 	Name:  	Brian Statfeld	 
	 	 	Title:  	Managing Director	 
	 
	 	 	 
	 	By:  	                                          /s/
Michael Gilhuley	 
	 	 	Name:  	Michael Gilhuley	 
	 	 	Title:  	Assoc. Director	 
	 




Signature Page to Series 2006-2 Consent











 




6

	 	 	 	 	 
	 	CHARTA, LLC, as a CP Conduit Purchaser




By: CITICORP NORTH AMERICA, INC.,

       as Attorney-in-Fact

 	 
	 
	 	By:  	/s/ Steven Vierengel
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A., as an APA Bank

 	 
	 	By:  	/s/ Steven Vierengel
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Signature Page to Series 2006-2 Consent











 



7



	 	 	 	 	 
	 	SALISBURY RECEIVABLES COMPANY, as a CP Conduit Purchaser

 	 
	 	By:  	/s/ Janette Lieu
 	 
	 	 	Name:  	Janette Lieu 	 
	 	 	Title:  	Director 	 
	 
	 	BARCLAYS BANK PLC, as an APA Bank

 	 
	 	By:  	/s/ Jeffrey Goldberg
 	 
	 	 	Name:  	Jeffrey Goldberg 	 
	 	 	Title:  	Associate Director 	 
	 




Signature Page to Series 2006-2 Consent










 



8



	 	 	 	 	 
	 	ATLANTIC ASSET SECURITIZATION LLC, as a CP Conduit Purchaser

 	 
	 	By:  	/s/ Kostantina Kourmpetis
 	 
	 	 	Name:  	Kostantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Sam Pilcer
 	 
	 	 	Name:  	Sam Pilcer 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CALYON NEW YORK BRANCH, as an APA Bank

 	 
	 	By:  	/s/ Kostantina Kourmpetis
 	 
	 	 	Name:  	Kostantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Sam Pilcer
 	 
	 	 	Name:  	Sam Pilcer 	 
	 	 	Title:  	Managing Director 	 
	 




Signature Page to Series 2006-2 Consent










 



9



	 	 	 	 	 
	 	WINDMILL FUNDING CORPORATION, as CP

Conduit Purchaser

 	 
	 	By:  	/s/
Jill A. Russo	 
	 	 	Name:  	Jill A. Russo	 
	 	 	Title:  	Vice President	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as APA Bank and Funding Agent

 	 
	 	By:  	/s/
Michael Zappaterrini	 
	 	 	Name:  	Michael Zappaterrini	 
	 	 	Title:  	Managing Director	 
	 




Signature Page to Series 2006-2 Consent