Exhibit 10.1


    


    Exhibit
      10.1

    Extension
      of Scheduled Expiry Date

     

    Reference
      is made to that certain Series 1999-3 Indenture Supplement, dated as of October
      28, 1999, as amended as of October 26, 2000, December 7, 2001, December 6,
      2002,
      September 8, 2003, December 5, 2003, January 30, 2004 and December 3, 2004
      (as
      amended or supplemented, the “Indenture
      Supplement”),
      among
      Chesapeake Funding LLC (formerly known as Greyhound 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. (formerly known as JPMorgan Chase Bank), in its
      capacity as administrative agent (the “Administrative
      Agent”)
      for
      the CP Conduit Purchasers, the APA Banks and the Funding Agents, and JPMorgan
      Chase Bank, N.A., in its capacity as Indenture Trustee (the “Indenture
      Trustee”),
      to
      the Base Indenture, dated as of June 30, 1999, as amended, between the Issuer
      and the Indenture Trustee pursuant to which the Series 1999-3 Investor Notes
      were issued to the CP Conduit Purchasers. 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 December 1,
      2006, effective on the date hereof upon the receipt by the Administrative Agent
      of a letter from each of Standard & Poor’s and Moody’s assessing the credit
      risk assigned by Standard & Poor’s and Moody’s, respectively, to the Series
      1999-3 Investor Notes as “AAA” and “Aaa,” respectively.

     

    Dated:
      December 2, 2005

     

    


    CHESAPEAKE
      FUNDING LLC

     

    By:___________________________

    Name:

                   
      Title:

    


    


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

     

    By:___________________________

    Name:

                 
      Title:

    


    


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

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    JPMORGAN
      CHASE BANK, N.A., as an APA Bank

    


    


    By:
      ______________________________________

    Name:

    Title:

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    VARIABLE
      FUNDING CAPITAL COMPANY LLC 

    (Formerly
      known as Variable Funding Capital Corporation), 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:

    


    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:

    


    SARATOGA
      FUNDING CORP. LLC, as a CP Conduit Purchaser

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    DEUTSCHE
      BANK AG, NEW YORK BRANCH,

    As
      an APA
      Bank

    


    


    By:
      ______________________________________

    Name:

    Title:

    
 

    


    By:
      ______________________________________

    Name:

    Title:

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    LIBERTY
      STREET FUNDING CORP., as a CP Conduit Purchaser

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    THE
      BANK
      OF NOVA SCOTIA, NEW YORK AGENCY, as an APA Bank

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    COMPASS
      US ACQUISITION, LLC, as a CP Conduit Purchaser

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    WESTLB
      AG, New York Branch, as an APA Bank

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    CHARTA,
      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:
      

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    SHEFFIELD
      RECEIVABLES CORPORATION, as a CP Conduit Purchaser

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    BARCLAYS
      BANK PLC, as an APA Bank and as a Funding Agent

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    ATLANTIC
      ASSET SECURITIZATION CORP., as a CP Conduit Purchaser

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    


    CALYON
      NEW YORK BRANCH, as an APA Bank and as a Funding Agent

    


    


    By:
      ______________________________________

    Name:

    Title:

    


    By:
      ______________________________________

    Name:

    Title: