0000950159-07-000324 Sample Contracts

Contract
Indenture Supplement • March 8th, 2007 • PHH Corp • Miscellaneous business credit institution • New York

FIRST AMENDMENT, dated as of March 6, 2007 (this “Amendment”), to the Amended and Restated Series 2006-2 Indenture Supplement, dated as of December 1, 2006 (the “Indenture Supplement”), among Chesapeake 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., in its capacity as administrative agent (the “Administrative Agent”) for the CP Conduit Purchasers, the APA Banks and the Funding Agents, and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”), to the Base Indenture, dated as of March 7, 2006 (the “Base Indenture”), between the Issuer and the Indenture Trustee pursuant to which the Series 2006-2 Investor Notes were

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Contract
Series 2006-1 Indenture Supplement • March 8th, 2007 • PHH Corp • Miscellaneous business credit institution • New York

FIRST AMENDMENT, dated as of March 6, 2007 (this “Amendment”), to the Series 2006-1 Indenture Supplement, dated as of March 7, 2006 (the “Indenture Supplement”), among Chesapeake 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., in its capacity as administrative agent (the “Administrative Agent”) for the CP Conduit Purchasers, the APA Banks and the Funding Agents, and The Bank of New York, as successor to JPMorgan Chase Bank, N.A., as Indenture Trustee (the “Indenture Trustee”), to the Base Indenture, dated as of March 7, 2006 (the “Base Indenture”), between the Issuer and the Indenture Trustee pursuant to which the Series 2006-1

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