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:
                /s/ Neil J. Cashen

            
	
               

            	
              Name:
                Neil J. Cashen

            
	
               

            	
              Title:
                EVP and CFO

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

               

            
	 	
              By:
                /s/ Daniel J. Clarke, Jr.

            
	
               

            	
              Name:
                Daniel J. Clarke, Jr.

            
	
               

            	
              Title:
                Managing Director

            
	 	 
	 	 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


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

            
	 	 
	 	 
	 	
              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

            
	 	 
	 	 
	 	
              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:
                /s/
                Douglas R. Wilson, Sr.

            
	 	
              Name:
                Douglas R. Wilson, Sr.

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION, as an APA Bank

            
	 	 
	 	 
	 	
              By:
                /s/
                Andrew W. Riebe

            
	 	
              Name:
                Andrew W. Riebe

            
	 	
              Title:
                Vice President 

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              YC
                SUSI TRUST, as a CP Conduit Purchaser

            
	 	 
	 	 
	 	
              By:
                Bank of America, National Association, as Administrative
                Trustee

            
	 	 
	 	 
	 	
              By:
                /s/
                John Zeszutek

            
	 	
              Name:
                John Zeszutek

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              BANK
                OF AMERICA, NATIONAL ASSOCIATION, as an APA Bank

            
	 	 
	 	 
	 	
              By:
                /s/
                John Zeszutek

            
	 	
              Name:
                John Zeszutek

            
	 	
              Title:
                Vice President

            
	 	 
	 	
              SARATOGA
                FUNDING CORP. LLC, as a CP Conduit Purchaser

            
	 	 
	 	 
	 	
              By:
                /s/
                Lori Gebron

            
	 	
              Name:
                Lori Gebron

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              DEUTSCHE
                BANK AG, NEW YORK BRANCH,

            
	 	
              As
                an APA Bank

            
	 	 
	 	 
	 	
              By:
                /s/
                Michael Cheng

            
	 	
              Name:
                Michael Cheng

            
	 	
              Title:
                Director

            
	 	 
	 	 
	 	
              By:
                /s/
                Stanley Chao

            
	 	
              Name:
                Stanley Chao

            
	 	
              Title:
                Vice President

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              LIBERTY
                STREET FUNDING CORP., as a CP Conduit Purchaser

            
	 	 
	 	 
	 	
              By:
                /s/
                Bernard J. Angelo

            
	 	
              Name:
                Bernard J. Angelo

            
	 	
              Title:
                Vice President

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

            
	 	 
	 	 
	 	
              By:
                /s/
                Norman Last

            
	 	
              Name:
                Norman Last

            
	 	
              Title:
                Managing Director

            
	 	 
	 	 
	 	
              COMPASS
                US ACQUISITION, 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/
                Matthew F. Tallo

            
	 	
              Name:
                Matthew F. Tallo

            
	 	
              Title:
                Director

            
	 	 
	 	 
	 	
              By:
                /s/
                Elizabeth R. Wilde

            
	 	
              Name:
                Elizabeth R. Wilde

            
	 	
              Title:
                Director

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              CHARTA,
                LLC, as a CP Conduit Purchaser

            
	 	 
	 	 
	 	
              By:
                CITICORP NORTH AMERICA, INC.,

            
	 	
              As
                Attorney-in-Fact

               

            
	 	
              By:
                /s/
                Rosalia Agresti

            
	 	
              Name:
                Rosalia Agresti

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              CITIBANK,
                N.A., as an APA Bank

               

            
	 	
              By:
                /s/
                Rosalia Agresti

            
	 	
              Name:
                Rosalia Agresti 

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              SHEFFIELD
                RECEIVABLES CORPORATION, as a CP Conduit Purchaser

            
	 	 
	 	 
	 	
              By:
                /s/
                Fouad S. Onbargi

            
	 	
              Name:
                Fouad S. Onbargi

            
	 	
              Title:
                Director

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

            
	 	 
	 	 
	 	
              By:
                /s/
                Jeffrey Goldberg

            
	 	
              Name:
                Jeffrey Goldberg

            
	 	
              Title:
                Associate Director

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              ATLANTIC
                ASSET SECURITIZATION CORP., as a CP Conduit Purchaser

            
	 	 
	 	 
	 	
              By:
                /s/
                Sam Pilcer

            
	 	
              Name:
                Sam Pilcer

            
	 	
              Title:
                Managing Director

            
	 	 
	 	 
	 	
              By:
                /s/
                Anthony Brown

            
	 	
              Name:
                Anthony Brown

            
	 	
              Title:
                Vice President

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

            
	 	 
	 	 
	 	
              By:
                /s/
                Sam Pilcer

            
	 	
              Name:
                Sam Pilcer

            
	 	
              Title:
                Managing Director

            
	 	 
	 	
              By:
                /s/
                Anthony Brown

            
	 	
              Name:
                Anthony Brown

            
	 	
              Title:
                Vice President