or currency herein prescribed.
Interests in this Restricted Global Class B Investor Note are
exchangeable or transferable in whole or in part for interests in a Temporary
Global Class B Investor Note or a Permanent Global Class B Investor Note
provided that such transfer or exchange complies with Section 6.5 of the
Series 2009-2 Indenture Supplement. Interests in this Restricted Global Class B
Investor Note may be exchanged for Definitive Notes, subject to the provisions
of the Indenture.
B-1-8
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee:
_________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee)
the within Class B Investor Note and all rights thereunder, and hereby
irrevocably constitutes and appoints ___, attorney, to transfer said Class B
Investor Note on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:__________________
By:
4
Signature Guaranteed:
4/NOTE:
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Class B Investor Note,
without alteration, enlargement or any change whatsoever.
B-1-9
EXHIBIT B-2
TO SERIES 2009-2
INDENTURE SUPPLEMENT
FORM OF TEMPORARY GLOBAL CLASS B INVESTOR NOTE
No.
$[
]
SEE REVERSE FOR CERTAIN CONDITIONS
CUSIP (CINS) NO. U16492AE7
ISIN NO. USU16492AE73
COMMON CODE 43364677
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. UNTIL 40 DAYS AFTER THE
LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE
NOTES (THE "RESTRICTED PERIOD") IN CONNECTION WITH THE OFFERING OF THE NOTES IN
THE UNITED STATES AND OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER
OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER
HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT
OF CHESAPEAKE FUNDING LLC (THE "ISSUER") THAT THIS NOTE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE
UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE
EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN
ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO THE ISSUER.
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC"), OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE
THEREOF,