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