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 8,
2008.




Dated: November 25, 2008




	 	 	 	 	 
	 	PARK AVENUE RECEIVABLES COMPANY, LLC, 

     as a CP Conduit Purchaser

 	 
	 	By:  	JPMorgan Chase Bank, N.A., its attorney-in-fact
 	 
	 	 	 
	 	By:  	/s/
Daniel J. Clarke, Jr.	 
	 	 	Name:  	
Daniel J. Clarke, Jr.	 
	 	 	Title:  	Managing Director	 
	 
	 	JPMORGAN CHASE BANK, N.A., as an APA Bank

 	 
	 	By:  	/s/
Daniel J. Clarke, Jr.	 
	 	 	Name:  	
Daniel J. Clarke, Jr.	 
	 	 	Title:  	Managing Director	 



 









 





2

	 	 	 	 	 



	 	 	 	 	 
	 	VARIABLE FUNDING CAPITAL COMPANY

     LLC, as a CP Conduit Purchaser

 	 
	 	By:  	WACHOVIA CAPITAL MARKETS, LLC,
 As Attorney-in-Fact
 	 
	 	 	 
	 	By:  	/s/
Haojin Wu	 
	 	 	Name:  	Haojin Wu	 
	 	 	Title:  	Vice President	 
	 
	 	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/
Evelyn Echevarria	 
	 	 	Name:  	Evelyn Echevarria	 
	 	 	Title:  	Vice President	 
	 
	 	WESTLB AG, NEW YORK BRANCH, as an APA

     Bank

 	 
	 	By:  	/s/
Karen Ngai	 
	 	 	Name:  	Karen Ngai	 
	 	 	Title:  	Director	 
	 	 	 
	 	By:  	/s/
Michael Gilbuley	 
	 	 	Name:  	Michael Gilbuley	 
	 	 	Title:  	Associate 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/
James Murray
 	 
	 	 	Name:  	James Murray 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CITIBANK, N.A., as an APA Bank

 	 
	 	By:  	/s/
Steven Vierengel 	 
	 	 	Name:  	Steven Vierengel 	 
	 	 	Title:  	Director 	 




Signature Page to Series 2006-2 Consent












 





7







	 	 	 	 	 
	 	SHEFFIELD RECEIVABLES CORPORATION, as a

     CP Conduit Purchaser

 	 
	 	By:  	/s/
Fouad Onbargi 	 
	 	 	Name:  	Fouad Onbargi 	 
	 	 	Title:  	Director 	 
	 
	 	BARCLAYS BANK PLC, as an APA Bank

 	 
	 	By:  	/s/
Pierre Duleyrie 	 
	 	 	Name:  	Pierre Duleyrie 	 
	 	 	Title:  	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 	 
	 
	 	ABN AMRO BANK N.V., as APA Bank and

     Funding Agent

 	 
	 	By:  	/s/
David Viney 	 
	 	 	Name:  	David Viney 	 
	 	 	Title:  	Managing Director 	 




Signature Page to Series 2006-2 Consent