10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002

Commission File No. 333-40708

Chesapeake Funding LLC
(Formerly known as Greyhound Funding LLC)
(Exact name of Registrant as specified in its charter)

Delaware	51-0391968
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
307 International Circle Hunt Valley, Maryland (Address of principal executive office)	21030 (Zip Code)
(410) 771-1900 (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o    No ý

Chesapeake Funding LLC

TABLE OF CONTENTS

Item	Description	Page
	PART I
1	Business	3
2	Properties	5
3	Legal Proceedings	5
4	Submission of Matters to a Vote of Security Holders	5
	PART II
5	Market for the Registrant's Common Equity and Related Security Holder Matters	5
6	Selected Financial Data	6
7	Management's Discussion and Analysis of Financial Condition and Results of Operations	6
7a	Quantitative and Qualitative Disclosures about Market Risk	13
8	Financial Statements and Supplementary Data	14
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
	PART III
10	Directors and Executive Officers of the Registrant	14
11	Executive Compensation	15
12	Security Ownership of Certain Beneficial Owners and Management	15
13	Certain Relationships and Related Transactions	15
14	Controls and Procedures	16
	PART IV
15	Exhibits, Financial Statement Schedules and Reports on Form 8-K	16
	Signatures	17
	Certifications	18

2

CHESAPEAKE FUNDING LLC

Forward-Looking Statements

Forward-looking statements in our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements.

Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "project", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

•

changes in general economic and business conditions and the impact thereof on the vehicle leasing business or the lessees of our vehicles;



•

the effects of changes in interest rates;



•

and changes in laws and regulations, including changes in accounting standards.

Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control.

You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

PART I

ITEM 1. BUSINESS

Except as expressly indicated or unless the context otherwise requires, the "Company", "Chesapeake", "we", "our" or "us" means Chesapeake Funding LLC.

Chesapeake Funding LLC ("Chesapeake" or "the Company") is a special purpose limited liability company, which was organized on June 24, 1999 as Greyhound Funding LLC under the laws of the State of Delaware. On April 25, 2002, the Company's name was changed to Chesapeake Funding LLC. The sole common member of Chesapeake is Raven Funding LLC ("Raven"), which itself is a special purpose limited liability company established under the laws of the State of Delaware. The sole member of Raven is PHH Vehicle Management Services, LLC ("VMS"), a limited liability company and, from its date of organization to March 1, 2001, a wholly-owned subsidiary of Avis Group Holdings, Inc. ("Avis").

On March 1, 2001, Avis was acquired by PHH Corporation. VMS became a wholly-owned subsidiary of PHH Corporation, which is a wholly-owned subsidiary of Cendant Corporation. All assets and liabilities were recorded by the Company at fair value as of March 1, 2001. No significant adjustments were made by the Company.

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We were formed for the purpose of issuing indebtedness, issuing preferred membership interests, acquiring and holding a special unit of beneficial interest in certain leases (the "Lease SUBI"), and acquiring and holding a portion of a special unit of beneficial interest in certain fleet management receivables (the "Fleet Receivable SUBI" and together with the Lease SUBI, the "SUBI's") owned by D.L. Peterson Trust ("DLPT"). The Lease SUBI is a beneficial ownership interest in the leases, vehicles and paid-in-advance vehicles owned by DLPT. DLPT is a Delaware statutory trust established by VMS in order to administer the titling and to act as the lessor of the vehicles in connection with the financing and transfer of vehicles subject to leases. We own a certificate representing the Lease SUBI (the "Lease SUBI Certificate") and a certificate representing an interest in the Fleet Receivable SUBI which entitles Chesapeake to receive up to $80 million a month of the collections received in respect of the fleet services receivables (the "Fleet Receivable SUBI Certificate"). VMS acts as servicer of the assets held by DLPT, including the assets allocated to the Lease SUBI and the Fleet Receivable SUBI. In its role as servicer, VMS will maintain all property, equipment and employees required to perform the servicing activities. The Fleet Receivable SUBI Certificate and the Lease SUBI Certificate were issued by DLPT to Raven, which were then contributed to Chesapeake by Raven.

At December 31, 2002, the principal balance of the leases and vehicles allocated to the Lease SUBI was approximately $3.5 billion and the principal balance of the fleet management receivables represented by our interest in the Fleet Receivables SUBI was $80 million. The leases and related vehicles allocated to the Lease SUBI are open-end and closed-end leases of cars, trucks and other motorized vehicles or equipment. As of December 31, 2002, approximately 97% of the leases were open-end leases and approximately 85% of the vehicles subject to the leases were cars and light-duty trucks. The lessees under the leases and the obligors under the fleet management receivables allocated to the SUBIs are primarily companies which have greater than 100 fleet vehicles under lease and/or management.

The open-end leases allocated to the Lease SUBI are typically structured with a 12 month minimum lease term with month-to-month renewals after the end of the minimum lease term. The open-end leases typically provide for rent payments that include (i) a depreciation component, (ii) an interest or finance charge component that is generally calculated on a floating rate basis, (iii) a monthly management fee and (iv) all titling, registration and licensing costs. Vehicles are typically depreciated on a straight-line basis over 40, 45, 50 or 60 months, at the option of the lessee. If the actual value of the vehicle at the time the lease terminates or is terminated (the "residual value") is less than the original cost of the vehicle as specified in the lease, less the aggregate depreciation component payments made by the lessee, the lessee is required to make a payment equal to the amount of that shortfall. The lessee is only required to make such a payment to the extent that the residual value of the vehicle has not fallen below 16% of such original cost for the initial 24 months of the lease term and then 16% of the fair market value of the vehicle at the inception of the most recent month-to-month renewal thereafter.

The lease agreements are "triple net" leases under which the lessees are responsible for all incidental costs, such as insurance and ongoing maintenance of the vehicles, and are obligated to pay all costs, expenses, fees, charges and taxes incurred in connection with the use, operation, titling and registration of the vehicles. The leases allocate all risk of loss or damage to the vehicles to the lessees, and provide that the lessees are obligated to indemnify DLPT and VMS against all claims, liabilities, costs and expenses relating to or arising out of the possession, use or operation of the vehicles by the lessees or their representatives. Upon default by the lessee under a lease, the lessor has the right to terminate the lease agreement and repossess and sell the related vehicles.

VMS acts as the servicer of the DLPT leases, vehicles and receivables in which we have invested through our acquisition of the SUBIs pursuant to a servicing agreement dated as of June 30, 1999 (the "Servicing Agreement"). VMS' servicing duties include, among other things, (i) contacting potential lessees, (ii) evaluating the creditworthiness of potential lessees, (iii) negotiating lease agreements, (iv) collecting and posting payments on the leases, fleet management receivables and any other assets of DLPT, (v) responding to inquiries of lessees, (vi) investigating and resolving delinquencies, (vii) sending payment

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statements and reporting tax information to lessees, (viii) disposing of returned vehicles, (ix) paying the costs of disposition of vehicles related to charged-off leases and vehicles rejected by the lessees, (x) administering the leases, (xi) amending payment due dates and making other modifications to the leases, (xii) approving vehicle repairs and (xiii) accounting for collections. VMS as servicer is entitled to receive a servicing fee for its services under the Servicing Agreement equal to 0.215% per annum of the principal balance of the leases allocated to the Lease SUBI. VMS, as administrator, is also entitled to receive a monthly fee for its services in an amount approximately equal to 0.01% per annum of our assets.

ITEM 2. PROPERTIES

We do not own or lease any real property.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which we are a party or to which any of our property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS

(a)

Common Equity. All of our common membership interests are owned by Raven. Accordingly, there is no public trading market for such common membership interests.

(b)

Recent Sales of Unregistered Securities.

On October 25, 2001, we sold our Series 2001-1 Senior Preferred Membership Interests (the "Series 2001-1 PMIs") having an aggregate liquidation preference of $72,587,142 to a subsidiary of Raven which financed its purchase of the Series 2001-1 PMIs by issuing its own asset backed notes and senior preferred membership interests to a group of multi-seller commercial paper conduits. The net proceeds of the Series 2001-1 PMIs were $72,587,142 after deduction of fees and expenses. The sale of the Series 2001-1 PMIs to the subsidiary of Raven was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

On June 10, 2002, we sold our Series 2002-1 Senior Preferred Membership Interests (the "Series 2002-1 PMIs") having an aggregate liquidation preference of $62,908,543 to a subsidiary of Raven which financed its purchase of the Series 2002-1 PMIs by issuing its own asset-backed notes and senior preferred membership interests to a group of multi-seller commercial paper conduits. The net proceeds of the Series 2002-1 PMIs were $62,908,543 after deduction of fees and expenses. The sale of the Series 2002-1 PMIs to the subsidiary of Raven was exempt from registration under the Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

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ITEM 6. SELECTED FINANCIAL DATA

		Year Ended December 31,									Period from June 24, 1999 (inception) through December 31,
		2002			2001			2000			1999
					(in thousands)
Statement Income Data:
	Income from investment in related party special unit of beneficial interest in leases	$	152,157		$	214,100		$	250,956		$	106,547
	Interest expense		(63,831	)		(115,722	)		(172,764	)		(71,776	)
	Service fee to related party		(7,377	)		(7,459	)		(6,592	)		(2,609	)
	Total expenses		(71,208	)		(123,181	)		(179,356	)		(74,385	)
	Other income		3,697			6,874			10,530			4,250
	Income before income taxes		84,646			97,793			82,130			36,412
	Income tax provision		(2,116	)		(2,456	)		(2,063	)		(763	)
Income before cumulative effect of accounting change			82,530			95,337			80,067			35,649
	Cumulative effect of accounting change		—			(7,660	)		—			—
	Net income	$	82,530		$	87,677		$	80,067		$	35,649

		As of December 31,
		2002		2001		2000		1999
		(in thousands)
Balance Sheet Data:
	Cash and cash equivalents	$	165,549	$	192,544	$	87,607	$	93,531
	Restricted cash		97,006		78,988		62,002		62,168
	Special unit of beneficial interest in receivables (related party)		80,000		80,000		80,000		80,000
	Special unit of beneficial interest in leases (related party)		3,485,536		3,413,920		3,270,601		2,926,686
	Total Assets		3,851,359		3,785,153		3,517,205		3,173,151
	Medium-term notes		2,103,925		1,485,448		1,000,000		1,000,000
	Variable funding notes		567,017		1,145,717		1,624,521		1,363,187
	Total Liabilities		2,681,223		2,643,279		2,644,352		2,379,307
	Members' Equity		1,169,136		1,141,874		872,853		793,844
	Total Liabilities and Members' Equity		3,851,359		3,785,153		3,517,205		3,173,151

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussions should be read in conjunction with our Business section and our Financial Statements and accompanying Notes thereto included elsewhere herein. Unless otherwise noted, all dollar amounts are in thousands.

We are a limited purpose entity formed in June 1999. Our activities are limited to acquiring and holding an investment in the Lease SUBI (which is a special unit of beneficial interest in certain leases and vehicles owned by DLPT) and a portion of the Fleet Receivable SUBI (which is a special unit of beneficial interest in certain fleet management receivables owned by DLPT), issuing indebtedness and preferred membership interests to finance such investment and engaging in other activities that are related or incidental to the

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foregoing and necessary, convenient or advisable to accomplish the foregoing. We do not conduct operating activities.

Income from investment in related party special unit of beneficial interest in leases for 2002 decreased by $61.9 million to $152.2 million from $214.1 million in 2001. Such decrease is a result of declines in the floating rate indices on which interest billings under the leases allocated to the Lease SUBI are based. Interest expense for 2002 decreased by $51.9 million to $63.8 million from $115.7 million in 2001, as a result of decreases in commercial paper rates and LIBOR partially offset by an increase in deferred financing fee amortization due to recent financings. Operating income for 2002 decreased by $10.0 million to $80.9 million from $90.9 million in 2001, as a result of increased deferred financing fee amortization due to recent financings and smaller spreads between interest billed and interest expense for fixed rate leases.

Income from investment in related party special unit of beneficial interest in leases for 2001 decreased by $36.9 million to $214.1 million from $251.0 million in 2000. Such decrease is a result of declines in the floating rate indices on which interest billings under the leases allocated to the Lease SUBI are based. Interest expense for 2001 decreased by $57.1 million to $115.7 million from $172.8 million in 2000, as a result of decreases in commercial paper rates and LIBOR. Operating income for 2001 increased by $19.3 million to $90.9 million from $71.6 million in 2000, primarily as a result of the fact that the rate indices on which Lease SUBI lease billings are based did not decrease as much during 2001 as did the commercial paper rates and LIBOR at which our floating rate debt expense accrues.

The principal source of our revenue is payments received on the Lease SUBI held by us. Set forth below is certain historical data with respect to delinquency experience, loss and recovery experience, residual value loss experience, conversions of floating rate leases to fixed rate leases, and fleet management receivable billing experience, in each case for leases and fleet management receivables that are of the same type as those allocated to the Lease SUBI and the Fleet Receivable SUBI.

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. We do not believe the estimates and assumptions that we are required to make are particularly subjective or complex and as such we do not believe any change in these estimates or assumptions would have a material impact on our financial statements.

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Delinquency Experience

The following table sets forth delinquency experience data with respect to aggregate billings of lease payments for all of VMS' leases and fleet management receivables for the years ended December 31, 2002 through December 31, 1998. These leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

	Year Ended December 31,
	2002	2001	2000	1999	1998
Percentage of Billings Delinquent:(1)(2)
30-59 Days	1.13%	1.30%	1.08%	1.44%	1.44%
60 Days or More	2.96%	2.93%	1.89%	2.30%	2.96%
Total 30 or More Days Delinquent	4.09%	4.23%	2.97%	3.74%	4.40%

⁽¹⁾

The period of delinquency is based on the number of days payments are contractually past due.

⁽²⁾

Represents an average of the ratios, expressed as a percentage, for each monthly billing period within the applicable period, of the aggregate billings for all leases and fleet management receivables that were delinquent for the applicable number of days as of the last day of that monthly billing period to the sum of the aggregate billings for all leases and fleet management receivables that were unpaid as of the last day of the preceding monthly billing period and the aggregate amount billed for all leases and fleet management receivables during that monthly period.

Total delinquencies for 2002 remained below 5% of total billings, which is consistent with the performance of the portfolio over the last several years. Delinquencies of 30-59 days decreased for 2002 to 1.13% from 1.30% for 2001. Delinquencies of 60 days or more increased to 2.96% of total billings in 2002 compared to 2.93% of total billings in 2001 due to the continuing effects of Chapter 11 bankruptcy filings of several customers and a lower level of billings partially offset by a decline in non-bankruptcy delinquent receivables of 60 days or more from the comparable period in 2001.

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Loss and Recovery Experience

The following table sets forth loss and recovery experience data with respect to VMS' leases and fleet management receivables for the years ended December 31, 2002 through December 31, 1998. These leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

	Year Ended December 31,
	2002			2001			2000			1999			1998
Ending dollar amount of leases(1)	$	3,485,536		$	3,413,920		$	3,270,601		$	2,926,686		$	2,846,065
Total Billings for Period		2,195,869			2,334,778			2,102,210			1,954,603			2,040,893
Gross Losses(2)		764			1,842			437			1,399			1,495
Recoveries(3)		(97	)		(21	)		(239	)		(251	)		(40	)
Net Losses	$	667		$	1,821		$	198		$	1,148		$	1,455
Net losses as percentage of
ending dollar amount of leases		0.02	%		0.05	%		0.01	%		0.04	%		0.05	%
Net losses as percentage of
total billings for period		0.03	%		0.08	%		0.01	%		0.06	%		0.07	%

⁽¹⁾

Based on the sum of all principal amounts outstanding under the leases, including, in the case of closed-end leases, the stated residual values of the related leased vehicles.

⁽²⁾

Gross losses includes losses on fleet management receivables.

⁽³⁾

Recoveries are net of legal fees.

Net losses as a percentage of ending dollar amount of leases decreased to 0.02% in 2002 from 0.05% in 2001 due to lower losses from bankruptcies in 2002. Net losses as a percentage of total billings decreased from 0.08% for 2001 to 0.03% in 2002 for the same reason.

Gross losses in respect of bankrupt obligors generally are not recognized by VMS until it receives payment upon the confirmation of the plan of reorganization of the bankrupt obligor and receives any terminal rental adjustment payments that may be applied to satisfy outstanding obligations in respect of fleet management receivables. Losses are charged against previously established reserves. Reserve adequacy for the purposes of VMS' financial statements is determined at the time of a client's bankruptcy filing and any necessary charge is recorded to the income statement at that time.

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Residual Value Loss Experience

The following table sets forth residual value loss experience data for VMS' closed-end leases for the years ended December 31, 2002 through December 31, 1998. These closed-end leases are of the same type as the closed-end leases allocated to the Lease SUBI and do not include any other types of closed-end leases.

	Year Ended December 31,
	2002			2001			2000			1999			1998
Total number of closed-end leases
Scheduled to terminate		3,738			5,828			4,420			3,295			3,655
Number of sold vehicles		3,521			5,000			4,350			3,657			3,966
Full termination ratio(1)		94.19	%		85.79	%		98.42	%		110.99	%		108.51	%
Total loss on sold vehicles(2)	$	(47	)	$	(5,796	)	$	(4,724	)	$	(2,470	)	$	(553	)
Average loss per sold vehicles(3)	$	(13	)	$	(1,159	)	$	(1,086	)	$	(675	)	$	(139	)
Loss as a percentage of stated residual values of sold vehicles(4)		(0.14	%)		(11.58	%)		(10.22	%)		(6.72	%)		(1.64	%)

⁽¹⁾

The ratio of the number of vehicles sold during the period to the number of vehicles scheduled to terminate during the period, expressed as a percentage.

⁽²⁾

Includes fees received and expenses incurred to dispose of vehicles and certain amounts received after the sale and disposition of the vehicles. Total loss does not include any effect from fair value adjustments resulting from purchase accounting.

⁽³⁾

Per vehicle dollar amounts are not in thousands.

⁽⁴⁾

Represents the ratio of total losses on vehicles sold during the period to the stated residual values of those vehicles, expressed as a percentage.

Total residual value losses decreased $5.7 million to $47 thousand for 2002 from $5.8 million for 2001 and the total number of vehicles sold decreased 29.6%. The decrease in units sold is the result of a lower number of closed-end leases terminating and an increase in clients retaining vehicles beyond their original lease term. The average loss per vehicle returned and sold decreased 98.9% to $13 per unit for 2002 from $1,159 per unit for 2001. The decrease in residual value losses during 2002 is the result of VMS establishing lower residual values at lease inception which was initiated in the beginning of 2000. Management believes that this more conservative approach to setting residual values initiated in the beginning of 2000 will continue to result in lower residual value losses then were expected in 2000 and 2001 as the related vehicles come off lease in future years.

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Conversions of Floating Rate Leases to Fixed Rate Leases

The following table sets forth data with respect to conversions of VMS' floating rate leases to fixed rate leases for the years ended December 31, 2002 through December 31, 1998.

	Year Ended December 31,
	2002			2001			2000			1999			1998
Dollar amount of conversions for period(1)	$	5,406		$	38,027		$	21,313		$	28,850		$	100,173
Ending dollar amount of leases(2)		3,485,536			3,413,920			3,270,601			2,926,686			2,846,065
Conversions as a percentage of ending dollar amount of leases		0.16	%		1.11	%		0.65	%		0.98	%		3.52	%

⁽¹⁾

Based on the sum of all principal amounts outstanding under the leases.

⁽²⁾

Based on the sum of all principal amounts outstanding under the leases, including, in the case of closed-end leases, the stated residual values of the related leased vehicles.

Total conversions of floating rate leases to fixed rate leases were approximately $5.4 million for 2002 compared with $38 million for 2001. Conversions of floating rate to fixed rate leases were lower in 2002 compared to 2001 due to a continued decline in interest rates experienced during 2002. Management anticipates that if interest rates begin to rise, conversions of floating rate leases to fixed rate leases could exceed historical levels, but such event would have no impact on our ability to service our debt.

Fleet Management Receivable Billing Experience

The following table sets forth data for VMS' aggregate billings of fleet management receivables for the years ended December 31, 2002 through December 31, 1998. These fleet management receivables are of the same type as the fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of fleet management receivables.

	Year Ended December 31,
	2002		2001		2000		1999		1998
Aggregate Billings	$	910,973	$	1,019,223	$	819,474	$	724,412	$	822,757
Average Monthly Billings		75,914		84,935		68,290		60,368		68,563
Maximum Monthly Billings		91,612		118,358		77,612		68,753		79,346
Minimum Monthly Billings		57,175		63,268		58,052		51,277		60,182

Aggregate fleet management receivable billings decreased to $911 million for 2002 compared to $1 billion for 2001. The primary factor for this decrease was a decrease in billings relating to company-owned vehicles, which are purchased directly for customers.

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Characteristics of Leases Allocated to Lease SUBI

The following table contains certain statistical information relating to the leases allocated to the Lease SUBI as of December 19, 2002 (the last Lease SUBI monthly reporting period cutoff date during the fiscal year). The following information does not include vehicles ordered at the request of lessees party to a master lease agreement allocated to the Lease SUBI, having an aggregate cost of $174,160,541 as of that date because such vehicles are not yet subject to a lease. For the purposes of preparing the following tables, we assumed the original term of each lease to be the period over which the related vehicle is scheduled to be depreciated.

Composition of Leases

Aggregate Unit Balance of Leases	$3,136,792,121.12
Number of Leases	210,961
Average Unit Balance	$14,869.06
Range of Unit Balances	$6.00 to $690,181.80
Aggregate Unit Balance of Open-End Leases	$3,043,807,390.01
Aggregate Unit Balance of Floating Rate Leases	$2,379,269,962.40
Aggregate Lease Balance of CP Rate Index Floating Rate Leases	$2,303,129,174.20
Weighted Average Spread Over CP Rate	0.342%
Range of Spreads Over CP Rate	0.00% to 3.00%
Aggregate Unit Balance of Floating Rate Leases Indexed to Floating Rates Other Than CP Rate	$76,140,788.20
Aggregate Unit Balance of Fixed Rate Leases	$757,522,158.72
Weighted Average Fixed Rate	5.457%
Range of Fixed Rates	0.000% to 19.152%
Weighted Average Original Lease Term	62.73 months
Range of Original Lease Terms	6 to 132 months
Weighted Average Remaining Term	43.07 months
Range of Remaining Terms	0 to 119 months
Aggregate Unit Balance of Closed-End Leases	$92,984,731.11
Average Unit Balance of Closed-End Leases	$13,241.92
Range of Unit Balances of Closed-End Leases	$54.98 to $545,002.83
Average Stated Residual Value of Leased Vehicles	$8,498.64
Note: Dollar amount are in whole amounts.

As of December 19, 2002, the aggregate lease balances of the leases allocated to the Lease SUBI with the lessee having the largest aggregate lease balances was $130,851,879, the aggregate lease balances of the leases allocated to the Lease SUBI with the lessees having the five largest aggregate lease balances was $499,686,225 and the aggregate lease balances of the leases allocated to the Lease SUBI with the lessees having the ten largest aggregate lease balances was $805,412,088.

Recently Issued Accounting Pronouncements

Guarantees.    In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." Such

12

interpretation elaborates on the disclosures to be made by a guarantor about its obligations under certain guarantees issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation apply to guarantees issued or modified after December 31, 2002. We will adopt these provisions on January 1, 2003. The disclosure provisions of this interpretation are effective for financial statements with annual periods ending after December 15, 2002. We have applied the disclosure provisions of this interpretation as of December 31, 2002, as required by this interpretation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We use interest rate caps to manage and reduce the interest rate risk related specifically to our asset-backed debt. Interest rate risk is our only market exposure. We do not engage in trading, market-making, or other speculative activities in the derivatives markets. We assess our interest rate risk based on changes in the interest rates utilizing a sensitivity analysis, which measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in our asset-backed debt and interest rate caps. We used December 31, 2002 interest rates to perform this sensitivity analysis. The estimates assume instantaneous, parallel shifts in interest rate yield curves. We have determined, through such analyses, that the impact of a 10% change in interest rates on our earnings, fair values and cash flows would not be material to our financial statements.

13

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements and Financial Statement Index commencing on page F-1 hereof.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

We do not have directors. We are managed by our managers. Set forth below is certain information regarding our managers and executive officers:

Name	Age	Office	Served Since	Business Experience
Kevin Burns	33	Manager	1999	Managing Director of Global Securitization Services, a manager of special purpose vehicles, since 1996. Previously a Vice President of Lord Securities Corporation.
Joseph W. Weikel	48	Manager	1999	Senior Vice President, General Counsel of VMS since 2001. Previously, General Counsel for VMS.
Tony Wong	27	Manager	1999	Assistant Vice President of Global Securitization Services, a manager of special purpose vehicles, since 1998. Previously, a mutual fund accountant with Morgan Stanley, Dean Witter, Discover & Co.
George J. Kilroy	55	Chief Executive Officer	2001	President, Chief Executive Officer of VMS since 2001. Previously Senior Vice President for VMS.
Neil J. Cashen	48	Chief Financial Officer	1999	Executive Vice President, Chief Operating Officer of VMS since 2001. Previously Senior Vice President of Finance for VMS.
Bradley J. Howatt	41	Chief Accounting Officer	2002	Vice President and Controller of VMS since 1999. Previously Director of Financial Operations for VMS.

Mr. Burns and Mr. Wong are employees of Global Securitization Services, LLC ("Global") and are "independent" managers. Global provides certain administrative services to us pursuant to a Management Agreement dated as of June 30, 1999. These services include, among others, designating persons to serve as our managers and officers. Mr. Kilroy, Mr. Cashen, Mr. Howatt and Mr. Weikel are officers of VMS, which is the indirect owner of all of our common membership interests.

14

ITEM 11. EXECUTIVE COMPENSATION

We do not pay any compensation to our managers or officers.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information regarding ownership of our common and preferred membership interests as of March 10, 2003:

Title of Class	Name and Address Of Beneficial Owner	Percent of Class
Common Membership Interests	Raven Funding LLC 307 International Circle Hunt Valley, Maryland 21030	100	%
Series 1999-2 Preferred Membership Interests	Park Avenue Receivables Corporation 114 West 47th Street—Suite 1715 New York, New York 10036	100	%
Series 1999-3 Preferred Membership Interests	Hunt Valley LLC 307 International Circle Hunt Valley, Maryland 21030	100	%
Series 2001-1 Preferred Membership Interests	Shawan LLC 307 International Circle Hunt Valley, Maryland 21030	100	%
Series 2002-1 Preferred Membership Interests	Inner Harbor LLC 307 International Circle Hunt Valley, Maryland 21030	100	%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have no employees other than our managers. We have entered into an Administration Agreement with VMS who has agreed to perform our various administrative duties under the Indenture and related agreements pursuant to which our outstanding indebtedness has been issued, including the preparation and delivery of reports, notices, documents and other information that we are required to deliver or make available under the Indenture. In addition, VMS has agreed to perform other activities at our request in connection with our assets so long as those activities are reasonably within its capability. VMS, as administrator, has agreed to indemnify and hold us harmless for losses or damages arising from acts, omissions or alleged acts or omissions of VMS, as administrator, other than acts, omissions or alleged acts or omissions that constitute bad faith, negligence or willful misconduct by us. VMS is not permitted to resign as administrator under the Administration Agreement, and the Administration Agreement will not terminate, until the termination of the Indenture and the payment in full of all Notes. VMS, as administrator, is entitled to receive a monthly fee for its services in an amount approximately equal to 0.01% per annum of our assets.

VMS also acts as a servicer of the leases, vehicles and fleet management receivables owned by DLPT and allocated to our SUBIs pursuant to the Servicing Agreement described in Item 1 above. VMS is entitled to receive a servicing fee for its services under the Servicing Agreement equal to 0.215% per annum of the principal balance of the leases allocated to the Lease SUBI.

15

PART IV

ITEM 14. CONTROLS AND PROCEDURES

(a)    Evaluation of Disclosure Controls and Procedures.    Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our company required to be included in our reports filed or submitted under the Exchange Act.

(b)    Changes in Internal Controls.    Since the Evaluation Date, there have not been any significant changes in our internal controls or in other factors that could significantly affect such controls

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

ITEM 15 (a) (1) FINANCIAL STATEMENTS

See Financial Statements and Financial Statement Index commencing on page F-1 hereof.

ITEM 15 (a) (3) EXHIBITS

See Exhibit Index commencing on page G-1 hereof.

ITEM 15 (b) REPORTS ON FORM 8-K

None.

16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHESAPEAKE FUNDING LLC
By:	/s/  Joseph W. Weikel
	Joseph W. Weikel Manager Date: March 10, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/  George J. Kilroy       (George J. Kilroy)	Chief Executive Officer	March 10, 2003
/s/  Neil J. Cashen       (Neil J. Cashen)	Chief Financial Officer	March 10, 2003
/s/  Bradley J. Howatt       (Bradley J. Howatt)	Chief Accounting Officer	March 10, 2003
/s/  Joseph W. Weikel       (Joseph W. Weikel)	Manager	March 10, 2003
/s/  Kevin Burns       (Kevin Burns)	Manager	March 10, 2003
/s/  Tony Wong       Tony Wong	Manager	March 10, 2003

17

CERTIFICATIONS

I, George J. Kilroy, certify that:

1)

I have reviewed this annual report on Form 10-K of Chesapeake Funding LLC;

2)

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3)

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4)

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6)

The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By: /s/ George J. Kilroy George J. Kilroy
Chief Executive Officer and
President

Date: March 10, 2003

18

I, Neil J. Cashen, certify that:

1)

I have reviewed this annual report on Form 10-K of Chesapeake Funding LLC;

2)

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3)

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly represent in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4)

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6)

The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By: /s/ Neil J. Cashen Neil J. Cashen
Chief Financial Officer

Date: March 10, 2003

19

INDEX TO FINANCIAL STATEMENTS

	Page
Independent Auditors' Report	F-2
Statements of Income for the years ended December 31, 2002, 2001, and 2000	F-3
Balance Sheets as of December 31, 2002 and 2001	F-4
Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000	F-5
Statements of Members' Equity for the years ended December 31, 2002, 2001, and 2000	F-6
Notes to Financial Statements	F-7

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Chesapeake Funding LLC

We have audited the accompanying balance sheets of Chesapeake Funding LLC (the "Company"), an affiliate of PHH Vehicle Management Services LLC as of December 31, 2002 and 2001, and the related statements of income, members' equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated entity.

/s/ DELOITTE & TOUCHE LLP

Baltimore, Maryland
January 29, 2003

F-2

Chesapeake Funding LLC
STATEMENTS OF INCOME
(in thousands)

			Year Ended December 31,
			2002		2001			2000
Income:
Income from investment in related party special unit of beneficial interest in leases			$	152,157	$	214,100		$	250,956
Expenses:
	Interest expense			63,831		115,722			172,764
	Other expenses			7,377		7,459			6,592
		Total expenses		71,208		123,181			179,356
Operating income				80,949		90,919			71,600
Interest income				3,697		6,874			10,530
Income before income taxes				84,646		97,793			82,130
Income tax provision				2,116		2,456			2,063
Income before cumulative effect of accounting change				82,530		95,337			80,067
Cumulative effect of accounting change, net of tax				—		(7,660	)		—
Net income			$	82,530	$	87,677		$	80,067

See Notes to Consolidated Financial Statements.

F-3

Chesapeake Funding LLC

BALANCE SHEETS

(in thousands)

	As of December 31,
	2002			2001
Assets:
Cash and cash equivalents	$	165,549		$	192,544
Restricted cash		97,006			78,988
Special unit of beneficial interest in fleet receivables (related party)		80,000			80,000
Special unit of beneficial interest in leases (related party)		3,485,536			3,413,920
Income tax receivable		415			—
Other assets		22,853			19,701
Total Assets	$	3,851,359		$	3,785,153
Liabilities and Members' Equity
Liabilities:
Accrued interest and income taxes payable	$	3,556		$	6,353
Deferred income taxes		7,725			5,761
Medium-term notes		2,103,925			1,485,448
Variable funding notes		567,017			1,145,717
Total Liabilites		2,682,223			2,643,279
Members' Equity:
Preferred membership interests		364,073			302,460
Common membership interests, no par value		633,000			685,550
Note receivable from common member		(53,289	)		—
Retained earnings		225,352			153,864
Total Members' Equity		1,169,136			1,141,874
Total Liabilites and Members' Equity	$	3,851,359		$	3,785,153

See Notes to Financial Statements.

F-4

Chesapeake Funding LLC

STATEMENTS OF CASH FLOWS

(in thousands)

				Year Ended December 31,
				2002			2001			2000
Operating activites:
	Net income			$	82,530		$	87,677		$	80,067
	Adjustments to reconcile net income to net cash provided by operating activities:
		Cumulative effect of accounting change			—			7,737			—
		Amortization of deferred financing costs			4,949			703			2,302
		Deferred income taxes			1,964			525			219
		Net losses (gains) on interest rate cap			1,805			(2,818	)		—
	Changes in other assets and liabilities:
		Accrued interest and income taxes payable			(2,797	)		(8,319	)		3,492
		Income tax receivable			(415	)		—			—
		Other assets			(107	)		—			—
		Restricted cash			(18,018	)		(16,986	)		166
			Net cash provided by operating activities		69,911			68,519			86,246
Investing activites:
	Special unit of beneficial interest in leases (related party)				(71,616	)		(143,319	)		(343,915	)
			Net cash used in investing activities		(71,616	)		(143,319	)		(343,915	)
Financing activites:
	Payment of deferred financing fees				(9,799	)		(6,461	)		(4,026	)
	Purchase of interest rate cap				—			(1,790	)		(4,505	)
	Proceeds from issuance of preferred membership interests				62,908			72,587			—
	Preferred membership interest distribution to common member				(1,295	)
	Payment of preferred membership interests				—			(32,578	)		—
	Capital (distribution to)/contribution from common member, net				(105,839	)		158,063			17,426
	Distributions paid				(11,042	)		(16,728	)		(18,484	)
	Proceeds from issuance of variable funding notes				548,750			250,600			380,221
	Payment of variable funding notes				(1,127,450	)		(729,404	)		(118,887	)
	Proceeds from issuance of medium-term notes				1,194,900			750,000			—
	Payment of medium-term notes				(576,423	)		(264,552	)		—
			Net cash (used in) provided by financing activities		(25,290	)		179,737			251,745
Net (decrease) increase in cash and cash equivalents					(26,995	)		104,937			(5,924	)
Cash and cash equivalents, beginning of period					192,544			87,607			93,531
Cash and cash equivalents, end of period				$	165,549		$	192,544		$	87,607
Supplemental disclosure of cash flow information:
	Interest paid, net of $2,037 received under cap agreement in 2000			$	58,232		$	139,673		$	167,190
	Income tax payments			$	2,068		$	1,539		$	2,108

See Notes to Financial Statements.

F-5

Chesapeake Funding LLC

STATEMENTS OF MEMBERS' EQUITY

(in thousands)

		Preferred Membership Interest			Common Membership Interest			Note Receivable From Common Member			Retained Earnings			Total Members' Equity
BALANCE, December 31, 1999		$	262,451		$	510,061		$	—		$	21,332		$	793,844
	Net income		—			—			—			80,067			80,067
	Equity contribution at SUBI settlement, net		—			17,426			—			—			17,426
	Preferred membership distributions		—			—			—			(18,484	)		(18,484	)
BALANCE, December 31, 2000			262,451			527,487			—			82,915			872,853
	Net income		—			—			—			87,677			87,677
	Equity contribution at SUBI settlement, net		—			158,063			—			—			158,063
	Common membership distributions		—			—			—			(2,776	)		(2,776	)
	Issuance of preferred membership interest		72,587			—			—			—			72,587
	Paydown of preferred membership interest		(32,578	)		—			—			—			(32,578	)
	Preferred membership distributions		—			—			—			(13,952	)		(13,952	)
BALANCE, December 31, 2001			302,460			685,550			—			153,864			1,141,874
	Net income		—			—			—			82,530			82,530
	Equity distribution at SUBI settlement, net		—			(105,839	)		—			—			(105,839	)
	Issuance of preferred membership interest		62,908			—			—			—			62,908
	Redemption of preferred membership interest		(1,295	)		—			—			—			(1,295	)
	Issuance of Note Receivable from common member		—			53,289			—						53,300
	Note receivable—Common Member		—			—			(53,289	)		—			(53,300	)
	Preferred membership distributions		—			—			—			(11,042	)		(11,042	)
BALANCE, December 31, 2002		$	364,073		$	633,000		$	(53,289	)	$	225,352		$	1,169,136

See Notes to Financial Statements.

F-6

Chesapeake Funding LLC
NOTES TO FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in thousands)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—Chesapeake Funding LLC ("Chesapeake" or "the Company") is a special purpose limited liability company, which was organized on June 24, 1999 as Greyhound Funding LLC under the laws of the State of Delaware. On April 25, 2002, the Company's name was changed to Chesapeake Funding LLC. The sole common member of Chesapeake is Raven Funding LLC ("Raven"), which itself is a special purpose limited liability company established under the laws of the State of Delaware. The sole member of Raven is PHH Vehicle Management Services, LLC ("VMS"), a limited liability company and, from its date of organization to March 1, 2001, a wholly-owned subsidiary of Avis Group Holdings, Inc. ("Avis").

On March 1, 2001, Avis was acquired by PHH Corporation. VMS became a wholly-owned subsidiary of PHH Corporation, which is a wholly-owned subsidiary of Cendant Corporaton. All assets and liabilities were recorded by the Company at fair value as of March 1, 2001. No significant adjustments were made by the Company.

Chesapeake was formed for the purpose of issuing indebtedness, issuing preferred membership interests, acquiring and holding a special unit of beneficial interest in certain leases (the "Lease SUBI") and acquiring and holding a portion of a special unit of beneficial interest in certain fleet management receivables (the "Fleet Receivable SUBI") owned by D.L. Peterson Trust ("DLPT"). The Lease SUBI is a beneficial ownership interest in the leases, vehicles and paid-in-advance vehicles owned by DLPT ("SUBI Assets"). DLPT is a Delaware statutory trust established by VMS in order to administer the titling and to act as lessor of the vehicles in connection with the financing and transfer of vehicles subject to leases. Chesapeake owns a certificate representing the Lease SUBI (the "Lease SUBI Certificate") and a certificate representing an interest in the Fleet Receivable SUBI in an amount up to $80 million (the "Fleet Receivable SUBI Certificate"). VMS acts as servicer of the assets held by DLPT including the assets allocated to the Lease SUBI and the Fleet Receivable SUBI. In its role as servicer, VMS will maintain all property, equipment and employees required to perform the servicing activities. The Fleet Receivable SUBI Certificate and the Lease SUBI Certificate were issued by DLPT to Raven, and were then contributed to Chesapeake by Raven.

In presenting the financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents—Cash and cash equivalents represent payments collected on receivables and leases that are allocated to the Fleet Receivable SUBI Certificate and the Lease SUBI Certificate, which are the collateral for the Company's asset backed financing structure (see Note 4—Debt) and all investments purchased with an original maturity of three months or less.

Restricted Cash—The Company is required to set aside certain amounts of cash, which is not readily available for disbursements, by its debt agreements to provide additional credit enhancement on the Company's medium-term notes and variable funding notes (see Note 4—Debt).

Revenue Recognition—The Company recognizes income from its Lease SUBI as DLPT recognizes income on its lease portfolio and management fees billed on the lease portfolio. The majority of leases within DLPT's lease portfolio are operating leases (see Note 3—Special Unit of Beneficial Interest in Leases (Related Party)) and, therefore, Lease SUBI income represents the monthly lease payment from the lessee minus the depreciation on the related vehicle. Amounts charged to the lessees for interest are generally calculated on a floating rate basis and can vary month to month in accordance

F-7

with changes in the floating rate index. Amounts charged to lessees for interest can also be based on a fixed rate that would remain constant for the life of the lease. The Lease SUBI requires DLPT to remit its income computed as described above to the certificate holder on a monthly basis.

Deferred Financing Fees—Deferred financing fees, which are included as a component of other assets on the Company's Balance Sheets, are costs incurred in connection with issuing debt and are amortized on the interest method based upon anticipated amortization of the respective portfolios. Such amortization for the years ended December 31, 2002, 2001 and 2000 were $4,949, $703 and $2,302 respectively, are included in interest expense in the accompanying Statements of Income.

Equity Contributions and SUBI Settlements—As the Company acquires interests in vehicles and leases allocated to the Lease SUBI from Raven throughout each month, the Company computes the amount by which the fair market value of the interests acquired (equal to Raven's adjusted basis) exceeds the cash consideration paid for such interests. Such excess amounts are considered capital contributions. Upon monthly settlement, or upon other dates as may be determined by the Company from time to time, collections on leases, vehicles and receivables in excess of amounts applied to pay servicing fees, expenses, debt service, preferred equity distributions and other obligations of the Company are distributed to Raven. Under Delaware law and the limited liability company agreement of the Company, such amounts are considered equity transactions and are recorded as such in the accompanying Statements of Members' Equity.

Derivative Financial Instruments—Certain of the Company's debt indentures require the Company to maintain interest rate caps to manage fluctuations in interest rates. The interest rate caps do not qualify for hedge accounting treatment under Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," and are recorded at fair value in the Company's Balance Sheet, with the related changes in fair value recorded currently in earnings as a component of interest expense.

Change in Accounting Policy

Derivative Instruments.    On January 1, 2001, the Company adopted the provisions of SFAS No. 133, which was amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." SFAS No. 133, as amended and interpreted, established accounting and reporting standards for derivative instruments and hedging activities. As required by SFAS No. 133, the Company has recorded all such derivatives at fair value in the Balance Sheet at January 1, 2001. The adoption of SFAS No. 133 resulted in the recognition of a non-cash charge of $7.7 million, ($7.6 million net of tax), in the Statement of Income on January 1, 2001 to account for the cumulative effect of the accounting change relating to the Company's interest rate caps.

Recently Issued Accounting Pronouncements

Guarantees.    In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." Such interpretation elaborates on the disclosures to be made by a guarantor about its obligations under certain guarantees issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation apply to guarantees issued or modified after December 31, 2002. The Company will adopt these provisions on January 1, 2003. The disclosure provisions of this interpretation are effective for financial statements with annual periods ending after December 15, 2002. The Company has applied the disclosure provisions of this interpretation as of December 31, 2002, as required by this interpretation.

Impairment or Disposal of Long-Lived Assets.    On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This standard

F-8

supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long—Lived Assets to be Disposed Of," and replaces the accounting and reporting provisions of APB Opinion No. 30, "Reporting Results of Operations-Reporting the Effects of Disposals of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," as it relates to the disposal of a segment of a business. SFAS No. 144 requires the use of a single accounting model for long-lived assets to be measured at the lower of carrying amount or fair value less cost to sell. The impairment recognition and measurement provisions of SFAS No. 121 were retained for all long-lived assets to be held and used with the exception of goodwill. There was no impact on the financial statements of the Company as a result of the adoption of this standard.

2. SPECIAL UNIT OF BENEFICIAL INTEREST IN FLEET RECEIVABLES (RELATED PARTY)

The Fleet Receivable SUBI Certificate represents the beneficial interest in $80 million of VMS's fleet receivables ("Fleet Receivables") acquired by Raven and contributed to the Company. The Fleet Receivables include payment obligations arising from fuel card programs, vehicle maintenance charges, company-owned billings (billings for vehicles that are not leased by DLPT) and accident management services. Raven owns a certificate representing any amount of Fleet Receivables over $80 million, which has not been assigned to the Company. The Company holds the Fleet Receivable SUBI Certificate to provide it with additional credit enhancement for its medium term and variable funding notes. The Fleet Receivables are not interest bearing and the Company will not recognize revenue as a result of its holding the Fleet Receivable SUBI Certificate.

Accounts receivable in the financial statements of DLPT consisted of the following:

	2002			2001
Accounts receivable balance	$	109,833		$	146,584
Allowance for doubtful accounts		(9,800	)		(7,359	)
		100,033			139,225
Assignments under Fleet Receivable SUBI		(80,000	)		(80,000	)
Assignments under Excess Fleet Receivable SUBI		(20,033	)		(59,225	)
	$	—		$	—

3. SPECIAL UNIT OF BENEFICIAL INTEREST IN LEASES (RELATED PARTY)

The carrying amount of the Lease SUBI Certificate on the accompanying balance sheet is the same as the book value of the SUBI Assets in DLPT's balance sheet.

The following information describes the leases maintained by DLPT, which are the underlying assets of the Lease SUBI, and summarizes the accounting policies used by DLPT, which are in accordance with accounting principles generally accepted in the United States of America. DLPT primarily leases its vehicles under three standard arrangements: open-end operating leases, closed-end operating leases and open-end finance leases (direct financing leases). These leases are accounted for in accordance with Statement of Financial Accounting Standards SFAS No. 13, "Accounting for Leases." Each lease is classified as an operating lease or direct financing lease, as appropriate.

Open-end Operating Leases—Under these leases, the minimum lease term is 12 months with a month-to-month renewal thereafter. Sale of the vehicles upon termination of the lease is for the account of the lessee except for a minimum residual value, which DLPT guarantees. DLPT guarantees 16% of the fair market value (defined as the vehicle's capitalized cost if it is sold during the period from the beginning of the thirteenth through the end of the twenty-fourth month of its rental term and is included in net investment leases on DLPT's balance sheet) of the vehicles at the time of sale. If the vehicle is sold anytime after the twenty-fourth month of its rental term, the fair market value is the fair

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market value of the vehicle at the beginning of the monthly renewal period immediately preceding the date of sale. The guarantee is adjusted for any excess wear and tear or any excess mileage. Sale of the vehicle upon termination is for the account of the lessee subject to the 16% guarantee.

Closed-end Operating Leases—Under these leases, the minimum lease term is 18 months, however, 24 and 36 month lease terms are the most prevalent. These leases are cancelable under certain conditions. The residual values for the closed-end leases are included in the investment in leases and leased vehicles. Residual value estimates are made utilizing third party estimates and VMS's internal expertise. Sale of the vehicles upon termination is for the account of the lessor.

At December 31, 2002 and 2001, DLPT's net investment in leases and leased vehicles for all operating leases was approximately $3.4 billion and $3.3 billion, respectively.

Open-end Direct Financing Leases—Under these leases, the minimum lease term is 12 months with a month-to-month renewal thereafter. Sale of the vehicles upon termination of the lease is for the account of the lessee and the lessee guarantees that the lessor will receive the full residual value of the vehicle upon lease termination. At December 31, 2002 and 2001, the net investment in leases and leased vehicles for direct financing leases was approximately $60 million and $103 million, respectively.

Paid-in-Advance Vehicles—Paid-in-advance vehicles represent disbursements for vehicles ordered at the request of lessees party to a master lease agreement. These vehicles will ultimately become subject to eligible leases under the Lease SUBI when they are delivered to the ultimate customer. Paid-in-advance balances are allocated to open-end operating, closed-end operating and open-end direct financing leases on DLPT's balance sheet.

Long-lived Assets—Long-lived assets, carried on DLPT's balance sheet, are comprised primarily of net investments in leased assets. Such assets are reviewed by DLPT for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An estimate of undiscounted future cash flows produced by the asset is compared to the carrying value to determine whether any impairment exists pursuant to the provisions of SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets. Any impairment loss recorded by DLPT would reduce the income from investment in related party special unit of beneficial interest in leases on the Company's statement of income. During the years ended December 31, 2002, 2001, and 2000 DLPT did not incur any impairment losses.

Under the open-end operating and direct financing lease arrangements the minimum lease term is 12 months. The client can elect to renew the lease on a month-to-month basis or cancel the lease.    At December 31, 2002, future minimum lease payments to be received on DLPT's operating and finance leases are as follows. Future minimum lease payments do not include amounts representing interest as such interest components are charged at variable rates which reset monthly.

	Operating Leases		Financing Leases		Total
2003	$	1,171,226	$	25,285	$	1,196,511
2004		967,879		20,048		987,927
2005		685,017		11,438		696,455
2006		337,737		2,674		340,411
2007		123,784		158		123,942
Thereafter		140,290		—		140,290
Total	$	3,425,933	$	59,603	$	3,485,536

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Net Investment in Leases Qualifying for SUBI Classification—A summary of DLPT's net investment in leases recorded by DLPT consists of the following (in thousands):

	December 31,
	2002			2001
Vehicles under open-end operating leases	$	6,348,112		$	6,058,499
Vehicles under closed-end operating leases		169,470			209,020
Vehicles held for sale		26,034			35,788
		6,543,616			6,303,307
Less accumulated depreciation		(3,117,683	)		(2,992,861	)
		3,425,933			3,310,446
Gross receivables under direct financing leases		65,926			114,452
Unearned income		(6,323	)		(10,978	)
Total	$	3,485,536		$	3,413,920

4. DEBT

At December 31, 2002 and 2001, the Company's maximum capacity under its variable funding notes was $1.0 billion and $1.4 billion, respectively. Such notes are renewable annually. At December 31, 2002 and 2001, $567 million and $1.146 billion, respectively, were outstanding on these notes. The interest on the variable funding notes is based on commercial paper rates that the multi-seller commercial paper conduits issue on a periodic short-term basis. The weighted average interest rates on these notes at December 31, 2002 and 2001 were approximately 1.74% and 2.38%, respectively. The Company is required to pay a per annum commitment fee of 20 basis points on the unused portion of the committed amount and a per annum utilization fee of 27.5 basis points on the outstanding balance utilized.

Medium-term notes include four series of floating rate asset-backed notes; Series 1999-2 floating rate asset-backed notes, Series 2001-1 floating rate asset backed notes, Series 2002-1 floating rate asset backed notes, and Series 2002-2 floating rate asset backed notes. Each series of medium term notes has an interest rate which is reset monthly at LIBOR plus a mark up.

Medium term notes are as follows:

					Balance as of December 31,
	Date Issued	LIBOR Mark up	Original Amount						Final Maturity
					2002		2001
Series 1999-2 Class A-1	October 1999	32 bp	$	550,000	$	—	$	285,448	October 2006
Series 1999-2 Class A-2	October 1999	35 bp		450,000		159,025		450,000	October 2011
Series 2001-1 Class A-1	October 2001	26 bp		425,000		425,000		425,000	September 2006
Series 2001-1 Class A-2	October 2001	31 bp		325,000		325,000		325,000	September 2013
Series 2002-1 Class A-1	June 2002	20 bp		295,000		295,000		—	June 2007
Series 2002-1 Class A-2	June 2002	27 bp		355,000		355,000		—	June 2014
Series 2002-2 Class A-1	December 2002	30 bp		255,000		255,000		—	November 2007
Series 2002-2 Class A-2	December 2002	41 bp		245,000		245,000		—	November 2014
Series 2002-2 Class B	December 2002	155 bp		44,900		44,900		—	November 2014
Totals					$	2,103,925	$	1,485,448

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The interest rates for the Company's medium-term notes at December 31, 2002 and 2001 were approximately:

	2002		2001
Series 1999-2 Class A-1	—		2.54	%
Series 1999-2 Class A-2	1.78	%	2.57	%
Series 2001-1 Class A-1	1.69	%	2.48	%
Series 2001-1 Class A-2	1.74	%	2.53	%
Series 2002-1 Class A-1	1.63	%	—
Series 2002-1 Class A-2	1.70	%	—
Series 2002-2 Class A-1	1.72	%	—
Series 2002-2 Class A-2	1.83	%	—
Series 2002-2 Class B	2.97	%	—

Each series of medium term notes will commence amortizing on the second payment date following the beginning of the scheduled amortization period for that series of notes. However, the occurrence of certain events may trigger early amortization including, among others, (a) failure to make any payment on each series of notes when due, (b) failure to comply with covenants in the base indenture governing each series of notes, (c) certain bankruptcy and insolvency events, (d) failure to comply with covenants relating to credit enhancement for each series of notes and to maintain certain minimum performance criteria with respect to the leases allocated to the Lease SUBI, (e) failure to pay dividends on the preferred membership interests when due and (f) default by VMS in performing its obligations under the Servicing Agreement (each an "Amortization Event"). The Series 1999-2 Class A-2 notes began to amortize when the Series 1999-2 Class A-1 were paid in full during May 2002. The Series 2001-1 Class A-1 notes will commence amortizing in February 2003 or upon the earlier occurrence of an Amortization Event. The Series 2001-1 Class A-2 notes will begin to amortize when the Series 2001-1 Class A-1 notes are repaid in full or upon the earlier occurrence of an Amortization Event. The Series 2002-1 Class A-1 notes will commence amortizing in November 2003 or upon the earlier occurrence of an Amortization Event. The Series 2002-1 Class A-2 notes will begin to amortize when the Series 2002-1 Class A-1 notes are repaid in full or upon the earlier occurrence of an Amortization Event. The Series 2002-2 Class A-1 notes will commence amortizing in March 2004 or upon the earlier occurrence of an Amortization Event. The Series 2002-2 Class A-2 notes will begin to amortize when the Series 2002-2 Class A-1 notes are repaid in full or upon the earlier occurrence of an Amortization Event. The Series 2002-2 Class B notes will begin to amortize when the Series 2002-2 Class A-2 are repaid in full or upon the earlier occurrence of an Amortization Event. Actual repayments of principal are based on cash flows available from the Lease SUBI.

Credit enhancement for the Series 1999-2 notes is provided in the form of (a) overcollateralization provided by the excess of the Series 1999-2 aggregate unit balance over the Series 1999-2 invested amount, (b) the Fleet Receivable SUBI Certificate and amounts payable to the holder thereof, (c) amounts, if any, on deposit in the Series 1999-2 reserve account and (d) amounts on deposit in the Series 1999-2 Yield Supplement Account.

Credit enhancement for the Series 2001-1 notes is provided in the form of (a) overcollateralization provided by the excess of the Series 2001-1 aggregate unit balance over the Series 2001-1 invested amount, (b) the Fleet Receivable SUBI Certificate and amounts payable to the holder thereof, (c) amounts, if any, on deposit in the Series 2001-1 reserve account and (d) amounts on deposit in the Series 2001-1 Yield Supplement Account.

Credit enhancement for the Series 2002-1 notes is provided in the form of (a) overcollateralization provided by the excess of the Series 2002-1 aggregate unit balance over the Series 2002-1 invested amount, (b) the Fleet Receivable SUBI Certificate and amounts payable to the holder thereof,

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(c) amounts, if any, on deposit in the Series 2002-1 reserve account and (d) amounts on deposit in the Series 2002-1 Yield Supplement Account.

Credit enhancement for the Series 2002-2 notes is provided in the form of (a) overcollateralization provided by the excess of the Series 2002-2 aggregate unit balance over the Series 2002-2 invested amount, (b) the Fleet Receivable SUBI Certificate and amounts payable to the holder thereof, (c) amounts, if any, on deposit in the Series 2002-2 reserve account and (d) amounts on deposit in the Series 2002-2 Yield Supplement Account.

The variable funding notes and the medium term notes rank equally with each other, which means they have an equal claim on the Company and its assets based on the portion of the Company's outstanding debt represented by such notes.

Certain of these debt instruments contain restrictive covenants, including restrictions on other indebtedness, mergers, the granting of liens, asset acquisitions and sales, and also covenants regarding the maintenance of separate existence. At December 31, 2002, the Company was in compliance with all covenants.

5. PREFERRED MEMBERSHIP INTERESTS

Series 1999-2 Senior Preferred Membership Interests

The Company has issued Series 1999-2 Senior Preferred Membership Interests ("Series 1999-2 PMI's") of which $93.1 million are outstanding at December 31, 2002 and 2001. The holders of the Series 1999-2 PMI's are entitled to receive dividends based upon the funding costs of the multi-seller commercial paper conduits, plus a program fee of 0.70% per annum. The dividend periods correspond to the same interest periods as the Series 1999-2 Notes. Dividends on the Series 1999-2 PMI's must be declared and paid on each dividend payment date to the extent that, on such date, the Company has funds legally available for the payment of such dividends based on the covenants specified in the Company's LLC agreement. The dividends paid on the Series 1999-2 PMI's were $2.3 million and $4.6 million for 2002 and 2001 respectively.

Series 1999-3 Senior Preferred Membership Interests

The Company has issued Series 1999-3 Senior Preferred Membership Interests ("Series 1999-3 PMI's"), of which $135.5 million and $136.8 million are outstanding at December 31, 2002 and 2001, respectively. The holders of the Series 1999-3 PMI's are entitled to receive dividends at a rate equal to one-month LIBOR plus 170 basis points. The dividend periods correspond to the same interest periods as the variable funding notes. Dividends on the Series 1999-3 PMI's must be declared and paid on each dividend payment date to the extent that on such date, the Company has funds legally available for the payment of such dividends based on the covenants specified in the Company's LLC agreement. The dividends paid on the Series 1999-3 PMI's were $6 million and $7.9 million for 2002 and 2001 respectively.

Series 2001-1 Senior Preferred Membership Interests

The Company has issued Series 2001-1 Senior Preferred Membership Interests ("Series 2001-1 PMI's") of which $72.6 million are outstanding at December 31, 2002 and 2001. The holders of the Series 2001-1 PMI's are entitled to receive dividends at a rate equal to one-month LIBOR plus 170 basis points. The dividend periods correspond to the same interest periods as the variable funding notes. Dividends on the Series 2001-1 PMI's must be declared and paid on each dividend payment date to the extent that on such date, the Company has funds legally available for the payment of such dividends based on the covenants specified in the Company's LLC agreement. The dividends paid on the Series 2001-1 PMI's were $2.6 million and $.3 million for 2002 and 2001 respectively

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Series 2002-1 Senior Preferred Membership Interests

During the second quarter of 2002 the Company issued Series 2002-1 Senior Preferred Membership Interests ("Series 2002-1 PMI's") of which $62.9 million are outstanding at December 31, 2002. The holders of the Series 2002-1 PMI's are entitled to receive dividends at a rate equal to one-month LIBOR plus 170 basis points. The dividend periods correspond to the same interest periods as the variable funding notes. Dividends on the Series 2002-1 PMI's must be declared and paid on each payment date to the extent that on such date, the Company has funds legally available for the payment of such dividends based on the covenants specified in the Company's LLC agreement. The dividends paid on the Series 2002-1 PMI's were $1.3 million for 2002.

The Series 1999-2 PMI's, the Series 1999-3 PMI's, the Series 2001-1 PMI's and the Series 2002-1 PMI's are redeemable at the option of the Company on any dividend payment date through the termination of the debt (discussed in Note 4-Debt). Each series of PMI's is redeemable by the Company in whole or in part from time to time, upon termination of the debt and on each dividend payment date thereafter.

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash and cash equivalents, restricted cash, the Fleet Receivable SUBI Certificate and the Lease SUBI Certificate approximates fair value due to the short-term nature of these assets.

The fair value of all other financial instruments is generally determined by reference to quoted market prices for similar issues.

The carrying amounts and estimated fair value of all financial instruments at December 31 are as follows:

	2002				2001
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Cash and cash equivalents	$	165,549	$	165,549	$	192,544	$	192,544
Restricted cash		97,006		97,006		78,988		78,988
Interest rate cap—asset		5,159		5,159		6,964		6,964
Fleet Receivable SUBI Certificate		80,000		80,000		80,000		80,000
Lease SUBI Certificate		3,485,536		3,485,536		3,413,920		3,413,920
Debt—Medium-Term Notes		2,103,925		2,103,925		1,485,448		1,485,448
Variable Funding Notes		567,017		567,017		1,145,717		1,145,717

7. RELATED PARTY TRANSACTIONS

The Company has entered into an Administration Agreement with VMS who has agreed to perform various administrative duties under the indenture and related agreements pursuant to which the Company's outstanding indebtedness has been issued, including the preparation and delivery of reports, notices, documents and other information that we are required to deliver or make available under the indenture. In addition, VMS has agreed to perform other activities in connection with the Company's assets so long as those activities are reasonably within its capability. VMS, as administrator, has agreed to indemnify and hold the Company harmless for losses or damages arising from acts, omissions or alleged acts or omissions of VMS, as administrator, other than acts, omissions or alleged acts or omissions that constitute bad faith, negligence or willful misconduct by the Company. VMS is not permitted to resign as administrator under the Administration Agreement, and the Administration Agreement will not terminate, until the termination of the Indenture and the

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payment in full of all Notes. VMS, as administrator, is entitled to receive a monthly fee for its services in an amount approximately equal to 0.01% per annum of our assets. The service fee the Company paid to VMS for the years ended December 31, 2002 through 2000 were $7.2 million, $6.7 million and $6.2 million, respectively, included in other expenses on the Company's Statements of Income.

VMS also acts as a servicer of the leases, vehicles and fleet management receivables owned by DLPT and allocated to the Company's SUBIs pursuant to a Servicing Agreement. VMS is entitled to receive a servicing fee for its services under the Servicing Agreement equal to 0.215% per annum of the principal balance of the leases allocated to the Lease SUBI.

On December 16, 2002, VMS executed a demand note payable to Raven in the amount of $53.3 million. Subsequently Raven contributed the note to Chesapeake. The contribution by Raven and the related note receivable are shown in the Statement of Equity.

8. INCOME TAXES

For tax purposes, the Company is treated as a partnership and therefore is not subject to federal income taxes. Instead, the partners report the Company's profit on their income tax returns. Certain states in which the Company conducts business impose state income taxes or franchise taxes on the Company. The state tax provision below is calculated based on the applicable statutory tax rates in the various states.

The Company determines its deferred tax provision under the liability method, whereby deferred tax liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities, and their reported amounts using presently enacted tax rates. Following are the components of the state tax provision (in thousands):

The income tax provision for the years ended consists of:

	December 31,
	2002		2001		2000
Current	$	152	$	1,904	$	1,844
Deferred		1,964		552		219
Provision for income taxes	$	2,116	$	2,456	$	2,063

Deferred income tax assets and liabilities are comprised of:

		December 31,
		2002		2001
Deferred income taxes assets
	Accrued liabilities and deferred income	$	123	$	20
	Provision for doubtful accounts		21		74
Deferred income taxes assets			144		94
Deferred income tax liability
	Depreciation and amortization		7,869		5,805
	Other		—		50
Deferred income tax liability			7,869		5,855
Net deferred income tax liability		$	7,725	$	5,761

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The Company's effective income tax rate for continuing operations differs from the U.S. federal statutory rate as follows:

	December 31,
	2002	2001	2000
Federal statutory rate	35.0%	35.0%	35.0%
State and local income taxes, net of federal tax benefits	2.5%	2.5%	2.5%
Income taxed directly to shareholders	(35%)	(35%)	(35%)
	2.5%	2.5%	2.5%

9. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company enters into agreements relating to the purchase of its medium-term and variable funding notes that contain standard indemnification provisions in favor of the underwriters and purchasers of such notes for material misrepresentations or omissions by the Company, and, in addition, in the case of variable funding notes, indemnification for third party claims arising from transactions contemplated in the underlying transaction documents. The indemnification provisions survive the termination of the purchase agreements (subject to legal statutes of limitations). While the amount of indemnification relating to the variable funding notes is limited to the funds allocated to that series of notes, there are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under the indemnities relating to the medium-term notes, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these indemnities as the triggering events are not subject to predictability.

The open-end operating lease agreements include a provision to limit the liability of the lessee. The lessee is liable to pay us any deficiency when the sale proceeds are less than the vehicle's book value. However, pursuant to the liability limitation provision, the lessee will not be liable for the portion of the deficiency that represents the amount by which the sale proceeds are less than 16% of the capitalized cost (if the vehicle is sold beginning in the thirteenth through the twenty-fourth month of the lease term) or 16% of the immediately prior month's fair market value (if the vehicle is sold after the twenty-fourth month in the lease term). DLPT has historically not incurred any loss as a result of this provision of the open-end operating lease agreement.

10. SUBSEQUENT EVENTS

In January 2003, the Company redeemed a portion of its Series 1999-3 Preferred Membership Interests having an aggregate stated liquidation preference equal to $38,713,143.

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Formation of the Company. Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 30, 2000 (File No. 333-40708).
3.2	Certificate of Amendment to Certificate of Formation of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC) dated April 25, 2002, incorporated by reference to Exhibit 3.2 of the Company's and D.L. Peterson Trust's Registration Statement on Forms S-3 and S-1 (File Nos. 333-87568 and 333-87568-01, respectively) filed with the Securities and Exchange Commission on May 3, 2002.
3.3	Amended and Restated Limited Liability Company Agreement of the Company dated as of October 28, 1999. Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 30, 2000 (File No. 333-40708).
4.1	Base Indenture dated as of June 30, 1999 between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee. Incorporated by reference to Exhibit 4.1 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
4.2	Supplemental Indenture No. 1 dated as of October 28, 1999 between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) to the Base Indenture dated as of June 30, 1999. Incorporated by reference to Exhibit 4.2 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
4.3	Series 2002-2 Indenture Supplement between the Company and JPMorgan Chase Bank, as Indenture Trustee.
4.4	Form of Series 2002-2 Notes (included in Exhibit 4.3).
4.5	Series 2002-1 Indenture Supplement between the Company and JPMorgan Chase Bank, as Indenture Trustee.
4.6	Form of Series 2002-1 Notes (included in Exhibit 4.5).
4.7	Series 2001-1 Indenture Supplement between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, dated as of October 25, 2001, incorporated by reference to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002.
4.8	Form of Series 2001-1 Notes (included in Exhibit 4.7).
4.9	Series 1999-3 Indenture Supplement among the Company, PHH Vehicle Management Services, LLC, as Administrator, certain CP Conduit Purchasers, certain APA Banks, certain Funding Agents and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent and Indenture Trustee, dated as of October 28, 1999, incorporated by reference to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002.
4.10	Form of Series 1999-3 Notes (included in Exhibit 4.9).
4.11	Series 1999-2 Indenture Supplement between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, dated as of October 28, 1999, incorporated by reference to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002.
4.12	Form of Series 1999-2 Notes (included in Exhibit 4.11).

G-1

10.1	Amended and Restated Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee, and Wilmington Trust Company, as Delaware Trustee. Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 30, 2000 (File No. 333-40708).
10.2	Sold SUBI Supplement 1999-1A to the Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee and Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee. Incorporated by reference to Exhibit 10.2 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
10.3	Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI Supplement 1999-1A to the Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee and Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee. Incorporated by reference to Exhibit 10.3 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
10.4	Sold SUBI Supplement 1999-1B to the Origination Trust Agreement, dated as of June 30, 1999 among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee and Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee. Incorporated by reference to Exhibit 10.4 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).
10.5	Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Raven Funding LLC and PHH Vehicle Management Services, LLC, as Servicer. Incorporated by reference to Exhibit 10.5 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).
10.6	Sold SUBI Supplement 1999-1 to the Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington Trust Company, as SUBI Trustee, Raven Funding LLC and PHH Vehicle Management Services, LLC. Incorporated by reference to Exhibit 10.6 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
10.7	Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI Supplement 1999-1 to the Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington Trust Company, as SUBI Trustee, Raven Funding LLC and PHH Vehicle Management Services, LLC. Incorporated by reference to Exhibit 10.7 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
10.8	Transfer Agreement, dated as of June 30, 1999, between Raven Funding LLC and the Company. Incorporated by reference to Exhibit 10.8 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
10.9	Amendment No. 1, dated as of June 30, 1999, to the Transfer Agreement, dated as of June 30, 1999, between Raven Funding LLC and the Company. Incorporated by reference to Exhibit 10.9 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).

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10.10	Administration Agreement, dated as of June 30, 1999, by and among PHH Vehicle Management Services, LLC, as Administrator, the Company, Raven Funding LLC and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee. Incorporated by reference to Exhibit 10.10 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
10.11	Amendment No. 1, dated as of October 28, 1999, to the Administration Agreement dated as of June 30, 1999, by and among PHH Vehicle Management Services, LLC, as Administrator, the Company, Raven Funding LLC and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee. Incorporated by reference to Exhibit 10.11 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708).
10.12	Management Agreement, dated as of June 30, 1999, by and among Global Securitization Services LLC, the Company and PHH Vehicle Management Services, LLC. Incorporated by reference to Exhibit 10.12 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).
10.13	Guarantee of PHH Corporation dated as of October 25, 2001. Incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002.
10.14	Guarantee of Avis Rent-A-Car, Inc. dated October 28, 1999. Incorporated by reference to Exhibit 10.16 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 10, 2001 (File No. 333-40708).
10.15	Asset Sale Agreement, dated as of June 30, 1999, among PHH Vehicle Management Services, LLC, PHH Personal Lease Corporation and Raven Funding LLC. Incorporated by reference to Exhibit 10.17 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).
10.16	Receivable Purchase Agreement, dated as of June 30, 1999, by and between Raven Funding LLC and PHH Vehicle Management Services, LLC. Incorporated by reference to Exhibit 10.18 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).
10.17	Contribution Agreement, dated as of June 30, 1999, between Raven Funding and D.L. Peterson Trust. Incorporated by reference to Exhibit 10.19 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).
12	Statement re Computation of Ratio of Earnings to Fixed Charges.
99.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Chesapeake Funding LLC TABLE OF CONTENTS
CHESAPEAKE FUNDING LLC
PART I
PART II
Delinquency Experience
Loss and Recovery Experience
Residual Value Loss Experience
Conversions of Floating Rate Leases to Fixed Rate Leases
Fleet Management Receivable Billing Experience
Characteristics of Leases Allocated to Lease SUBI
Composition of Leases
PART III
PART IV
SIGNATURES
CERTIFICATIONS
INDEX TO FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
Chesapeake Funding LLC STATEMENTS OF INCOME (in thousands)
Chesapeake Funding LLC BALANCE SHEETS (in thousands)
Chesapeake Funding LLC STATEMENTS OF CASH FLOWS (in thousands)
Chesapeake Funding LLC STATEMENTS OF MEMBERS' EQUITY (in thousands)
Chesapeake Funding LLC NOTES TO FINANCIAL STATEMENTS (Unless otherwise noted, all amounts are in thousands)
EXHIBIT INDEX

EX-4.3

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Table of Contents

		Page
PRELIMINARY STATEMENT		1
DESIGNATION		1
ARTICLE I DEFINITIONS		1
ARTICLE II ARTICLE 5 OF THE BASE INDENTURE		11
	Section 5A.1 Establishment of Series 2002-2 Subaccounts	11
	Section 5A.2 Allocations with Respect to the Series 2002-2 Investor Notes	12
	Section 5A.3 Determination of Interest	13
	Section 5A.4 Monthly Application of Collections	14
	Section 5A.5 Payment of Monthly Interest Payment	16
	Section 5A.6 Payment of Principal	17
	Section 5A.7  The Administrator's Failure to Instruct the Indenture Trustee to                         Make a Deposit or Payment	17
	Section 5A.8 Series 2002-2 Reserve Account	18
	Section 5A.9 Series 2002-2 Yield Supplement Account	19
	Section 5A.10 Series 2002-2 Distribution Account	21
	Section 5A.11 Lease Rate Caps	21
ARTICLE III AMORTIZATION EVENTS		22
ARTICLE IV OPTIONAL PREPAYMENT		24
ARTICLE V SERVICING AND ADMINISTRATOR FEES		24
	Section 5.1 Servicing Fees	24
	Section 5.2 Administrator Fee	24
ARTICLE VI FORM OF SERIES 2002-2 NOTES		25
	Section 6.1 Initial Issuance of Series 2002-2 Investor Notes	25
	Section 6.2 Global Notes	25
	Section 6.3 Definitive Notes	25
ARTICLE VII INFORMATION		25
ARTICLE VIII MISCELLANEOUS		25
	Section 8.1 Ratification of Indenture	25
	Section 8.2 Obligations Unaffected	26
	Section 8.3 Governing Law	26
	Section 8.4 Further Assurances	26
	Section 8.5 Exhibits	26
	Section 8.6 No Waiver; Cumulative Remedies	26
	Section 8.7 Amendments	26
	Section 8.8 Severability	26
	Section 8.9 Counterparts	26
	Section 8.10 No Bankruptcy Petition	26
	Section 8.11 SUBIs	27
	Section 8.12 Notice to Rating Agencies	27
	Section 8.13 Conflict of Instructions	27

EXHIBITS

Exhibit A-1:	Form of Class A-1 Note
Exhibit A-2:	Form of Class A-2 Note
Exhibit A-3:	Form of Class B Note

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SERIES 2002-2 SUPPLEMENT, dated as of December 16, 2002 (as amended, supplemented, restated or otherwise modified from time to time, this "Indenture Supplement") between CHESAPEAKE FUNDING LLC (formerly known as Greyhound Funding LLC), a special purpose limited liability company established under the laws of Delaware (the "Issuer"), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) ("JPMorgan Chase"), a New York banking corporation, in its capacity as Indenture Trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the "Indenture Trustee"), to the Base Indenture, dated as of June 30, 1999, between the Issuer and the Indenture Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Indenture Supplements creating new Series of Investor Notes, the "Base Indenture").

PRELIMINARY STATEMENT

WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that the Issuer and the Indenture Trustee may at any time and from time to time enter into a Indenture Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Investor Notes.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Investor Notes to be issued pursuant to the Base Indenture and this Indenture Supplement and such Series of Investor Notes shall be designated generally as Series 2002-2 Floating Rate Callable Asset Backed Investor Notes.

The Series 2002-2 Investor Notes shall be issued in three classes: (i) Series 2002-2 Floating Rate Callable Asset Backed Investor Notes, Class A-1, which shall be designated generally as the Class A-1 Investor Notes; (ii) Series 2002-2 Floating Rate Callable Asset Backed Investor Notes, Class A-2, which shall be designated generally as the Class A-2 Investor Notes; and (iii) Series 2002-2 Floating Rate Callable Asset Backed Investor Notes, Class B, which shall be designated generally as the Class B Investor Notes. The Class A-1 Investor Notes, the Class A-2 Investor Notes and the Class B Investor Notes are referred to herein collectively as the "Series 2002-2 Investor Notes." The Series 2002-2 Investor Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Series 2002-2 Investor Notes (as defined herein) shall be deposited in the Series 2002-2 Collection Subaccount and shall be used by the Issuer to fund the maintenance of the SUBI Certificates under the Transfer Agreement, to reduce the Invested Amounts of other Series of Investor Notes and/or to redeem Preferred Membership Interests.

ARTICLE I

DEFINITIONS

        (a) All capitalized terms not otherwise defined herein are defined in the Definitions List attached to the Base Indenture as Schedule 1 thereto. All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2002-2 Investor Notes and not to any other Series of Investor Notes issued by the Issuer.

        (b) The following words and phrases shall have the following meanings with respect to the Series 2002-2 Investor Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

"Additional Interest" is defined in Section 5A.3(c).

"Amortization Event" is defined in Article 3.

"Assumed Lease Term" means, with respect to any Series 2002-2 Yield Shortfall Lease, the number of months over which the Capitalized Cost of the related Leased Vehicle is being depreciated thereunder.

"Authorized Newspaper" means a daily newspaper published in the English language of general circulation in Luxembourg (or if publication is not practical in Luxembourg, in Europe).

"Avis" means Avis Group Holdings, Inc. and its successors and assigns.

"Calculation Agent" means JPMorgan Chase Bank, in its capacity as calculation agent with respect to the Series 2002-2 Note Rates.

"Cendant" means Cendant Corporation and its successors and assigns.

"Class A-1 Final Maturity Date" means the November 2007 Payment Date.

"Class A-1 Initial Invested Amount" means the aggregate initial principal amount of the Class A-1 Investor Notes, which is $255,000,000.

"Class A Interest Shortfall Amount" is defined in Section 5A.3(c).

"Class A Monthly Interest Payment" is defined in Section 5A.3(c).

"Class A-1 Interest Shortfall Amount" is defined in Section 5A.3(c).

"Class A-1 Invested Amount" means as of any date of determination, an amount equal to (a) the Class A-1 Initial Invested Amount minus (b) the amount of principal payments made to Class A-1 Investor Noteholders on or prior to such date.

"Class A-1 Investor Noteholder" means the Person in whose name a Class A-1 Investor Note is registered in the Note Register.

"Class A-1 Investor Notes" means any one of the Series 2002-2 Floating Rate Callable Asset Backed Investor Notes, Class A-1, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1. Definitive Class A-1 Investor Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

"Class A-1 Monthly Interest" means, with respect to any Series 2002-2 Interest Period, an amount equal to the product of (i) the Class A-1 Note Rate for such Series 2002-2 Interest Period, (ii) the Class A-1 Invested Amount on the first day of such Series 2002-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2002-2 Interest Period, the Class A-1 Initial Invested Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2002-2 Interest Period and the denominator of which is 360.

"Class A-1 Note Rate" means, (i) with respect to the initial Series 2002-2 Interest Period, 1.72% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-2 Interest Period plus 0.30% per annum.

"Class A-2 Final Maturity Date" means the November 2014 Payment Date.

"Class A-2 Initial Invested Amount" means the aggregate initial principal amount of the Class A-2 Investor Notes, which is $245,000,000.

"Class A-2 Interest Shortfall Amount" is defined in Section 5A.3(c).

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"Class A-2 Invested Amount" means, as of any date of determination, an amount equal to (a) the Class A-2 Initial Invested Amount minus (b) the amount of principal payments made to Class A-2 Investor Noteholders on or prior to such date.

"Class A-2 Investor Noteholder" means the Person in whose name a Class A-2 Investor Note is registered in the Note Register.

"Class A-2 Investor Notes" means any one of the Series 2002-2 Floating Rate Asset Backed Callable Investor Notes, Class A-2, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-2. Definitive Class A-2 Investor Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

"Class A-2 Monthly Interest" means, with respect to any Series 2002-2 Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate for such Series 2002-2 Interest Period, (ii) the Class A-2 Invested Amount on the first day of such Series 2002-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2002-2 Interest Period, the Class A-2 Initial Invested Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2002-2 Interest Period and the denominator of which is 360.

"Class A-2 Note Rate" means, (i) with respect to the initial Series 2002-2 Interest Period, 1.83% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-2 Interest Period plus 0.41% per annum.

"Class B Final Maturity Date" means the November 2014 Payment Date.

"Class B Initial Invested Amount" means the aggregate initial principal amount of the Class B Investor Notes, which is $44,900,000.

"Class B Interest Shortfall Amount" is defined in Section 5A.3(c).

"Class B Invested Amount" means, as of any date of determination, an amount equal to (a) the Class B Initial Invested Amount minus (b) the amount of principal payments made to Class B Investor Noteholders on or prior to such date.

"Class B Investor Noteholder" means the Person in whose name a Class B Investor Note is registered in the Note Register.

"Class B Investor Notes" means any one of the Series 2002-2 Floating Rate Asset Backed Callable Investor Notes, Class B, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-3. Definitive Class B Investor Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

"Class B Monthly Interest" means, with respect to any Series 2002-2 Interest Period, an amount equal to the product of (i) the Class B Note Rate for such Series 2002-2 Interest Period, (ii) the Class B Invested Amount on the first day of such Series 2002-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2002-2 Interest Period, the Class B Initial Invested Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2002-2 Interest Period and the denominator of which is 360.

"Class B Monthly Interest Payment" is defined in Section 5A.3(c).

"Class B Note Rate" means, (i) with respect to the initial Series 2002-2 Interest Period, 2.97% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-2 Interest Period plus 1.55% per annum.

"Deficiency" is defined in Section 5A.4(b)(i).

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"Dividend Amount" means, with respect to any Payment Date, the aggregate amount of dividends payable to the Series 2002-2 Preferred Members in respect of their Series 2002-2 Preferred Membership Interests pursuant to the LLC Agreement.

"Dollar", "US$" and "$" means lawful currency of the United States.

"DTC" means The Depository Trust Company or its successor, as the Clearing Agency for the Series 2002-2 Investor Notes.

"Final Maturity Date" means the (i) Class A-1 Final Maturity Date, (ii) the Class A-2 Final Maturity Date or (iii) the Class B Final Maturity Date.

"Indenture Supplement" has the meaning set forth in the preamble.

"Interest Shortfall Amount" is defined in Section 5A.3(c).

"LIBOR Determination Date" means, with respect to any Series 2002-2 Interest Period, the second London Business Day next preceding the first day of such Series 2002-2 Interest Period.

"London Business Day" means any day on which dealings in deposits in Dollars are transacted in the London interbank market and banking institutions in London are not authorized or obligated by law or regulation to close.

"Monthly Interest Payment" is defined in Section 5A.4(c)(v).

"One-Month LIBOR" means, for each Series 2002-2 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such 2002-2 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-2 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2002-2 Interest Period.

"Outstanding" means, with respect to the Series 2002-2 Investor Notes, all Series 2002-2 Investor Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2002-2 Investor Notes theretofore canceled or delivered to the Transfer Agent and Registrar for cancellation, (b) Series 2002-2 Investor Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2002-2 Distribution Account and are available for payment of such Series 2002-2 Investor Notes, and Series 2002-2 Investor Notes which are considered paid pursuant to Section 11.1 of the Base Indenture, or (c) Series 2002-2 Investor Notes in exchange for or in lieu of other Series 2002-2 Investor Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Series 2002-2 Investor Notes are held by a purchaser for value.

"Payment Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing January 7, 2003.

4

"PHH" means PHH Corporation and its successors and assigns.

"Prepayment Date" is defined in Article 4.

"Rating Agencies" means, with respect to the Series 2002-2 Investor Notes, Standard & Poor's, Moody's and any other nationally recognized rating agency rating the Series 2002-2 Investor Notes at the request of the Issuer.

"Rating Agency Condition" means, with respect to any action specified herein as requiring satisfaction of the Rating Agency Condition, that each Rating Agency shall have been given 10 days' (or such shorter period as shall be acceptable to each Rating Agency) prior notice thereof and that each of the Rating Agencies shall have notified the Issuer and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of the Series 2002-2 Investor Notes or of any Series 2002-2 Preferred Membership Interests.

"Record Date" means, with respect to each Payment Date, the last day of the immediately preceding calendar month.

"Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent.

"Series 2002-2" means Series 2002-2, the Principal Terms of which are set forth in this Indenture Supplement.

"Series 2002-2 Administrator Fee" is defined in Section 5.2.

"Series 2002-2 Allocated Adjusted Aggregate Unit Balance" means, as of any date of determination, the product of (a) the Adjusted Aggregate Unit Balance and (b) the percentage equivalent of a fraction the numerator of which is the Series 2002-2 Required Asset Amount as of such date and the denominator of which is the sum of (x) the Series 2002-2 Required Asset Amount and (y) the aggregate Required Asset Amounts with respect to each other Series of Investor Notes as of such date, including all Series of Investor Notes that have been paid in full but as to which the Amortization Period shall have not ended.

"Series 2002-2 Allocated Asset Amount Deficiency" means, as of any date of determination, the amount, if any, by which the Series 2002-2 Allocated Adjusted Aggregate Unit Balance is less than the Series 2002-2 Required Asset Amount as of such date.

"Series 2002-2 Amortization Period" means the period beginning at the earlier of (a) the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2002-2 Investor Notes and (b) the close of business on the Period End Date in March 2004 and ending on the date when (i) the Series 2002-2 Investor Notes are fully paid, (ii) all dividends accrued and accumulated on the Series 2002-2 Preferred Membership Interests shall have been declared and paid in full, (iii) the Series 2002-2 Preferred Membership Interests shall have been redeemed in accordance with their terms and (iv) all amounts owing in respect of the Series 2002-2 Preferred Membership Interests under the Series 2002-2 Preferred Membership Interest Purchase Agreement shall have been paid in full by the Issuer.

"Series 2002-2 Available Excess Collections Amount" means, on any Business Day during the period commencing on a Period End Date to but excluding the next succeeding Settlement Date, an amount equal to the excess, if any, of (a) the amount deposited in the Series 2002-2 General Collection Subaccount during the immediately preceding Monthly Period pursuant to Section 5A.2(a) over (b) the sum of (i) the amounts to be distributed from the Series 2002-2 Settlement Collection Subaccount pursuant to paragraphs (i) through (xii) of Section 5A.4(c) on such Settlement Date, and

5

(ii) any amounts owing in respect of the Series 2002-2 Preferred Membership Interests under the Series 2002-2 Preferred Membership Interest Purchase Agreement on such Settlement Date.

"Series 2002-2 Basic Servicing Fee" is defined in Section 5.1.

"Series 2002-2 Closing Date" means December 16 2002.

"Series 2002-2 Collateral" means the Collateral, the Series 2002-2 Reserve Account, the Series 2002-2 Yield Supplement Account, the Series 2002-2 Distribution Account and the Series 2002-2 Lease Rate Caps.

"Series 2002-2 Collection Subaccount" is defined in Section 5A.1(a).

"Series 2002-2 Distribution Account" is defined in Section 5A.10(a).

"Series 2002-2 Eligible Counterparty" means a financial institution having on the date of any acquisition of a Lease Rate Cap short-term debt ratings of at least A-1 by Standard & Poor's and P-1 by Moody's and long-term unsecured debt ratings of at least A+ by Standard & Poor's and Aa3 by Moody's.

"Series 2002-2 Excess Fleet Receivable Amount" means, for any Settlement Date, an amount equal to the product of (a) the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and (b) the Excess Fleet Receivable Amount for such Settlement Date.

"Series 2002-2 Gain on Sale Account Percentage" means 10%.

"Series 2002-2 Global Notes" is defined in Section 6.2.

"Series 2002-2 Hypothetical Yield Shortfall Amount" means, for any Settlement Date, an amount equal to the product of (x) the excess, if any, of the Series 2002-2 Minimum Yield Rate for such Settlement Date over the CP Rate as of the last day of the immediately preceding Monthly Period, (y) the Series 2002-2 Invested Percentage on such Settlement Date of the aggregate Lease Balance of all Floating Rate Leases as of the last day of the immediately preceding Monthly Period and (z) 2.75.

"Series 2002-2 Initial Invested Amount" means the sum of (i) the Class A-1 Initial Invested Amount, (ii) the Class A-2 Initial Invested Amount and (iii) the Class B Initial Invested Amount.

"Series 2002-2 Interest Period" means a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2002-2 Interest Period shall commence on and include the Series 2002-2 Closing Date and end on and include January 6, 2003.

"Series 2002-2 Invested Amount" means, as of any date of determination, the sum of (i) the Class A-1 Invested Amount, (ii) the Class A-2 Invested Amount and (iii) the Class B Invested Amount.

"Series 2002-2 Invested Percentage" means, with respect to any Business Day (i) during the Series 2002-2 Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be equal to the Series 2002-2 Allocated Adjusted Aggregate Unit Balance as of the end of the immediately preceding Business Day and the denominator of which is the sum of the numerators used to determine invested percentages for allocations for all Series of Investor Notes (and all classes of such Series of Investor Notes), including all Series of Investor Notes that have been paid in full but as to which the Amortization Period has not ended, as of the end of such immediately preceding Business Day or (ii) during the Series 2002-2 Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be equal to the Series 2002-2 Allocated Adjusted Aggregate Unit Balance as of the end of the Series 2002-2 Revolving Period, and the denominator of which is the sum of the numerators used to determine invested percentages for allocations for all Series of Investor Notes (and all classes of such Series of Investor Notes), including all Series of Investor Notes that

6

have been paid in full but as to which the Amortization Period has not ended, as of the end of the immediately preceding Business Day.

"Series 2002-2 Investor Noteholder" means, collectively, the Class A-1 Investor Noteholders, the Class A-2 Investor Noteholders and the Class B Investor Noteholders.

"Series 2002-2 Investor Note Owner" means, with respect to a Series 2002-2 Global Note, the Person who is the beneficial owner of an interest in such Series 2002-2 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

"Series 2002-2 Investor Notes" means, collectively, the Class A-1 Investor Notes, the Class A-2 Investor Notes and the Class B Investor Notes.

"Series 2002-2 Junior Preferred Membership Interests" means the Junior Preferred Membership Interests relating to the Series 2002-2 Investor Notes, if any, issued by the Issuer pursuant to the LLC Agreement.

"Series 2002-2 Lease Rate Cap" means one or more interest rate caps, substantially in the form of Exhibit C, from a Series 2002-2 Eligible Counterparty.

"Series 2002-2 Liquid Credit Enhancement Deficiency" means, on any date of determination, the amount by which the Series 2002-2 Reserve Account Amount is less than the Series 2002-2 Required Reserve Account Amount.

"Series 2002-2 Minimum Yield Rate" means, for any Settlement Date, a rate per annum equal to the sum of (i) the Series 2002-2 Weighted Average Cost of Funds for such Settlement Date, (ii) 0.225% and (iii) 0.48%.

"Series 2002-2 Monthly Interest" means, with respect to any Series 2002-2 Interest Period, the sum of (i) Class A-1 Monthly Interest, (ii) Class A-2 Monthly Interest and (iii) Class B Monthly Interest for such Series 2002-2 Interest Period.

"Series 2002-2 Monthly Residual Value Gain" means, for any Settlement Date, an amount equal to the product of (a) the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and (b) the Monthly Residual Value Gain for such Settlement Date.

"Series 2002-2 Note Rate" means (i) the Class A-1 Note Rate, (ii) the Class A-2 Note Rate and (iii) the Class B Note Rate, as the context may require.

"Series 2002-2 Note Termination Date" means the date on which the Series 2002-2 Investor Notes are fully paid.

"Series 2002-2 Preferred Member Distribution Account" means the account established in respect of the Series 2002-2 Preferred Membership Interests, if any, pursuant to the LLC Agreement.

"Series 2002-2 Preferred Members" means the registered holders of the Series 2002-2 Preferred Membership Interests, if any.

"Series 2002-2 Preferred Membership Interest Purchase Agreement" means, collectively, one or more purchase agreements among the Issuer, one or more purchasers of the Series 2002-2 Senior Preferred Membership Interests thereunder, the funding agents of such purchasers, one or more banks or other financial institutions providing liquidity funding to such purchasers and the Administrator, as the same may from time to time be amended, supplemented or otherwise modified in accordance with its terms, and one or more purchase agreements relating to the Series 2002-2 Junior Preferred Membership Interests among the Issuer, one or more purchasers of the Series 2002-2 Junior Preferred Membership Interests and the Administrator, as the same may from time to time be amended, supplemented or otherwise modified in accordance with its terms.

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"Series 2002-2 Preferred Membership Interests" means the Series 2002-2 Senior Preferred Membership Interests, if any, and the Series 2002-2 Junior Preferred Membership Interests, if any.

"Series 2002-2 Principal Collection Subaccount" is defined in Section 5A.1(a).

"Series 2002-2 Principal Payment Amount" means, for any Settlement Date, an amount equal to the product of (a) the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and (b) the Principal Payment Amount for such Settlement Date.

"Series 2002-2 Required Asset Amount" means, as of any date of determination, the sum of the Series 2002-2 Invested Amount and the Series 2002-2 Required Overcollateralization Amount as of such date.

"Series 2002-2 Required Enhancement Amount" means, on any date, the Series 2002-2 Required Percentage on such date of the Series 2002-2 Initial Invested Amount plus; if the Three-Month Average Residual Value Loss Ratio with respect to the most recent Settlement Date exceeded 12.50%, an amount equal to the product of (a) the Series 2002-2 Invested Percentage as the last day of the Monthly Period immediately preceding such Settlement Date and (b) 90% of the amount by which the Aggregate Residual Value Amount exceeded the Excess Residual Value Amount, in each case, as of that date; provided, however, that, after the declaration or occurrence of an Amortization Event, the Series 2002-2 Required Enhancement Amount shall equal the Series 2002-2 Required Enhancement Amount on the date of the declaration or occurrence of such Amortization Event.

"Series 2002-2 Required Investor Noteholders" means (a) so long as any Class A-1 Investor Notes or Class A-2 Investor Notes are Outstanding, Class A-1 Investor Noteholders and Class A-2 Investor Noteholders holding more than 50% of the sum of the Class A-1 Invested Amount and the Class A-2 Invested Amount (excluding any Class A-1 Investor Note or Class A-2 Investor Note held by the Issuer or any Affiliate of the Issuer) and (b) so long as any Class B Investor Notes are Outstanding and no Class A-1 Investor Notes or Class A-2 Investor Notes are Outstanding, Class B Investor Noteholders holding more than 50% of the Class B Invested Amount (excluding any Class B Investor Note held by the Issuer or any Affiliate of the Issuer).

"Series 2002-2 Required Lease Rate Cap" means one or more Series 2002-2 Lease Rate Caps having, in the aggregate, a notional amount on each Payment Date equal to the lesser of (x) the average daily Series 2002-2 Invested Percentage during the Monthly Period immediately preceding such Payment Date of the aggregate Lease Balance of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the last day of the immediately preceding Monthly Period that were not Fixed Rate Leases when initially allocated to the Lease SUBI Portfolio or on the Series 2002-2 Closing Date, plus, in the case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles and (y) the Series 2002-2 Invested Amount on such Payment Date and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the weighted average fixed rate of interest on such Fixed Rate Leases minus 0.65% per annum.

"Series 2002-2 Required Overcollateralization Amount" means, on any date of determination during an Accrual Period, the amount by which the Series 2002-2 Required Enhancement Amount exceeds the sum of (a) the Series 2002-2 Reserve Account Amount and (b) the amount on deposit in the Series 2002-2 Principal Collection Subaccount on such date (excluding any amounts deposited therein pursuant to Section 5A.2(d) during the Monthly Period commencing after the first day of such Accrual Period).

"Series 2002-2 Required Percentage" means, on any date of determination, 5.871% unless:

(a)

for the most recent Settlement Date all of the following were true:



(i)

the Three Month Average Charge-Off Ratio was 0.50% or less;

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(ii)

the Twelve Month Average Charge-Off Ratio was 0.25% or less;



(iii)

the Three Month Average Residual Value Loss Ratio was 10.00% or less;



(iv)

the Twelve Month Average Residual Value Loss Ratio was 5.00% or less;



(v)

the Three Month Average Paid-In Advance Loss Ratio was 1.00% or less;



(vi)

the Twelve Month Average Paid-In Advance Loss Ratio was 0.50% or less; and



(vii)

the Three Month Average Delinquency Ratio was 4.50% or less;

in which case, the Series 2002-2 Required Percentage on such date will equal 5.163% or

(b)

for the most recent Settlement Date any one of the following was true:



(i)

the Three Month Average Charge-Off Ratio exceeded 0.75%;



(ii)

the Twelve Month Average Charge-Off Ratio exceeded 0.50%;



(iii)

the Three Month Average Residual Value Loss Ratio exceeded 12.50%;



(iv)

the Twelve Month Average Residual Value Loss Ratio exceeded 10.00%;



(v)

the Twelve Month Average Paid-In Advance Loss Ratio exceeded 0.75%; or



(vi)

the Three Month Average Delinquency Ratio exceeded 6.00%;

in which case, the Series 2002-2 Required Percentage on such date will equal 6.787%.

"Series 2002-2 Required Reserve Account Amount" means an amount equal to 2.062% of the Series 2002-2 Initial Invested Amount.

"Series 2002-2 Required Yield Supplement Amount" means, on any Settlement Date, the excess, if any, of (a) the Series 2002-2 Yield Shortfall Amount for such Settlement Date over (b) 70% of the product of (x) the Series 2002-2 Invested Percentage on such Settlement Date and (y) the Class X 1999-1B Invested Amount as of such Settlement Date (after giving effect to any increase thereof on such Settlement Date); provided, however that upon the occurrence of a Receivable Purchase Termination Event, the Series 2002-2 Required Yield Supplement Amount on any Settlement Date will equal the Series 2002-2 Yield Shortfall Amount for such Settlement Date.

"Series 2002-2 Reserve Account" is defined in Section 5A.8(a).

"Series 2002-2 Reserve Account Amount" means, on any date of determination, the amount on deposit in the Series 2002-2 Reserve Account and available for withdrawal therefrom.

"Series 2002-2 Reserve Account Surplus" means, on any date of determination, the amount, if any, by which the Series 2002-2 Reserve Account Amount exceeds the Series 2002-2 Required Reserve Account Amount.

"Series 2002-2 Revolving Period" means the period from and including the Series 2002-2 Closing Date to but excluding the commencement of the Series 2002-2 Amortization Period.

"Series 2002-2 Senior Preferred Membership Interests" means each series of Senior Preferred Membership Interests relating to the Series 2002-2 Investor Notes, if any, issued by the Issuer pursuant to the LLC Agreement.

"Series 2002-2 Series Servicing Fee Percentage" is defined in Section 5.1.

"Series 2002-2 Supplemental Servicing Fee" is defined in Section 5.1.

"Series 2002-2 Settlement Collection Subaccount" is defined in Section 5A.1(a).

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"Series 2002-2 Subaccounts" is defined in Section 5A.1(a).

"Series 2002-2 Weighted Average Cost of Funds" means, for any Settlement Date, the product of (a) the quotient of the sum of (i) aggregate amount of interest payable on the Series 2002-2 Investor Notes on such Settlement Date and (ii) the aggregate amount of dividends payable on the Series 2002-2 Preferred Membership Interests on such Settlement Date, divided by the sum of (i) the Series 2002-2 Invested Amount as of the first day of the immediately preceding Series 2002-2 Interest Period and (ii) the aggregate stated liquidation preference of the Series 2002-2 Preferred Membership Interests as of such day and (b) a fraction, the numerator of which is 360 and the denominator of which is the number of days in the Series 2002-2 Interest Period ending on such Settlement Date.

"Series 2002-2 Weighted Average Yield Shortfall" means, for any Settlement Date, the excess, if any, of (a) the Series 2002-2 Minimum Yield Rate for such Settlement Date over (b) the Series 2002-2 Weighted Average Yield Shortfall Lease Yield for such Settlement Date.

"Series 2002-2 Weighted Average Yield Shortfall Lease Yield" means, for any Settlement Date, the quotient of the sum of the product with respect to each Series 2002-2 Yield Shortfall Lease of (a) the actual or implicit finance charge rate applicable to such Series 2002-2 Yield Shortfall Lease and (b) the Net Book Value of the Leased Vehicle subject to such Series 2002-2 Yield Shortfall Lease as of the last day of the immediately preceding Monthly Period divided by the aggregate Net Book Value of the Leased Vehicles subject to all of the Series 2002-2 Yield Shortfall Leases as of the last day of the immediately preceding Monthly Period.

"Series 2002-2 Weighted Average Yield Shortfall Life" means, for any Settlement Date, 50% of the weighted (on the basis of Net Book Value of the related Leased Vehicle) average Assumed Lease Term of the Series 2002-2 Yield Shortfall Leases, assuming that all scheduled lease payments are made thereon when scheduled and that the Obligors thereunder do not elect to convert such Series 2002-2 Yield Shortfall Leases to Fixed Rate Leases, as of the last day of the immediately preceding Monthly Period.

"Series 2002-2 Yield Shortfall Amount" means, for any Settlement Date, (i) if the Series 2002-2 Hypothetical Yield Shortfall Amount for such Settlement Date is less than 70% of the product of the Series 2002-2 Invested Percentage and the Class X 1999-1B Invested Amount as of such Settlement Date (after giving effect to any increase thereof on such Settlement Date), an amount equal to the Series 2002-2 Hypothetical Yield Shortfall Amount and (ii) otherwise, an amount equal to the product of (x) the Series 2002-2 Weighted Average Yield Shortfall for such Settlement Date, (y) the Series 2002-2 Invested Percentage on such Settlement Date of the aggregate Lease Balance of all Series 2002-2 Yield Shortfall Leases as of the last day of the immediately preceding Monthly Period and (z) the Series 2002-2 Weighted Average Yield Shortfall Life for such Settlement Date.

"Series 2002-2 Yield Shortfall Lease" means, as of any Settlement Date, each Unit Lease that is a Floating Rate Lease with an actual or implicit finance charge rate of less than the Series 2002-2 Minimum Yield Rate as of the last day of the immediately preceding Monthly Period.

"Series 2002-2 Yield Supplement Account" is defined in Section 5A.9(a).

"Series 2002-2 Yield Supplement Account Amount" means, on any date of determination, the amount on deposit in the Series 2002-2 Yield Supplement Account and available for withdrawal therefrom.

"Series 2002-2 Yield Supplement Account Surplus" means, on any date of determination, the amount, if any, by which the Series 2002-2 Yield Supplement Account Amount exceeds the Series 2002-2 Required Yield Supplement Amount.

"Series 2002-2 Yield Supplement Deficiency" means, on any date of determination, the amount by which the Series 2002-2 Yield Supplement Account Amount is less than the Series 2002-2 Required Yield Supplement Amount.

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"Telerate Page 3750" has the meaning set forth in the International Swaps Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange Definitions.

"Total Cash Available" means, for any Settlement Date, the excess, if any, of (a) the sum of (i) the aggregate amount of Collections allocated to the Series 2002-2 General Collection Subaccount pursuant to Section 5A.2(a) during the immediately preceding Monthly Period, (ii) an amount equal to the product of the average daily Series 2002-2 Invested Percentage during such Monthly Period and the amount of the Unit Repurchase Payments paid by the Servicer and/or SPV on such Settlement Date, (iii) an amount equal to the product of the average daily Series 2002-2 Invested Percentage during such Monthly Period and the amount of the Monthly Servicer Advance made by the Servicer on such Settlement Date, (iv) an amount equal to the product of the average daily Series 2002-2 Invested Percentage during such Monthly Period and the amount withdrawn from the Gain on Sale Account pursuant to Section 5.2(e) of the Base Indenture on the Transfer Date immediately preceding such Settlement Date and (v) the investment income on amounts on deposit in the Series 2002-2 Principal Collection Subaccount and the Series 2002-2 General Collection Subaccount transferred to the Series 2002-2 Settlement Collection Subaccount on such Settlement Date pursuant to Section 5A.1(b) over (b) the amount withdrawn from the Series 2002-2 General Collection Subaccount pursuant to Section 5A.2(f) during the period commencing on the Period End Date immediately preceding such Settlement Date to but excluding such Settlement Date.

ARTICLE II

ARTICLE 5 OF THE BASE INDENTURE

Sections 5.1 through 5.4 of the Base Indenture and each other Section of Article 5 of the Indenture relating to another Series shall read in their entirety as provided in the Base Indenture or any applicable Indenture Supplement. Article 5 of the Indenture (except for Sections 5.1 through 5.4 thereof and any portion thereof relating to another Series) shall read in its entirety as follows and shall be exclusively applicable to the Series 2002-2 Investor Notes:

Section 5A.1    Establishment of Series 2002-2 Subaccounts.

        (a)  The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders (i) a subaccount of the Collection Account (the "Series 2002-2 Collection Subaccount"); and (ii) three subaccounts of the Series 2002-2 Collection Subaccount: (1) the Series 2002-2 General Collection Subaccount, (2) the Series 2002-2 Principal Collection Subaccount and (3) the Series 2002-2 Settlement Collection Subaccount (respectively, the "Series 2002-2 General Collection Subaccount," the "Series 2002-2 Principal Collection Subaccount" and the "Series 2002-2 Settlement Collection Subaccount"); the accounts established pursuant to this Section 5A.1(a), collectively, the "Series 2002-2 Subaccounts"), each Series 2002-2 Subaccount to bear a designation indicating that the funds deposited therein are held for the benefit of the Series ]2002-2 Investor Noteholders. The Indenture Trustee shall possess all right, title and interest in all moneys, instruments, securities and other property on deposit from time to time in the Series 2002-2 Subaccounts and the proceeds thereof for the benefit of the Series 2002-2 Investor Noteholders. The Series 2002-2 Subaccounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders.

        (b)  The Issuer shall instruct the institution maintaining the Collection Account in writing to invest funds on deposit in the Series 2002-2 Subaccounts at all times in Permitted Investments selected by the Issuer (by standing instructions or otherwise); provided, however, that funds on deposit in a Series 2002-2 Subaccount may be invested together with funds held in other subaccounts of the Collection Account. Amounts on deposit and available for investment in the Series 2002-2 General Collection Subaccount shall be invested by the Indenture Trustee at the written direction of the Issuer in Permitted Investments that mature, or that are payable or redeemable upon demand of the holder thereof, on or prior to the Business Day immediately preceding the next Payment Date. Amounts on deposit and available for investment in

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the Series 2002-2 Principal Collection Subaccount shall be invested by the Indenture Trustee at the written direction of the Issuer in Permitted Investments that mature, or that are payable or redeemable upon demand of the holder thereof, (i) in the case of any such investment made during the Series 2002-2 Revolving Period, on or prior to the next Business Day and (ii) in the case of any such investment made on any day during the Series 2002-2 Amortization Period, on or prior to the Business Day immediately preceding the next Payment Date. On each Settlement Date, all interest and other investment earnings (net of losses and investment expenses) on funds deposited in the Series 2002-2 Principal Collection Subaccount and the Series 2002-2 General Collection Subaccount shall be deposited in the Series 2002-2 Settlement Collection Subaccount. The Issuer shall not direct the Indenture Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of principal of such Permitted Investment. In the absence of written direction as provided hereunder, all funds on deposit in the Collection Account shall remain uninvested.

Section 5A.2    Allocations with Respect to the Series 2002-2 Investor Notes.

        (a)  Prior to 1:00 P.M., New York City time, on each Deposit Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the Series 2002-2 Investor Noteholders and deposit in the Series 2002-2 General Collection Subaccount an amount equal to the product of the Series 2002-2 Invested Percentage on such Deposit Date and the Collections deposited into the Collection Account on such Deposit Date.

        (b)  On the Series 2002-2 Closing Date, the Indenture Trustee shall (i) deposit in the Series 2002-2 Settlement Collection Subaccount $696,094.68 from the net proceeds from the sale of the Series 2002-2 Investor Notes, (2) deposit in the account established in respect of the series of Senior Preferred Membership Interests relating to the Series 1999-3 Investor Notes $38,713,142 from the net proceeds from the sale of the Series 2002-2 Investor Notes and (3) deposit the remainder of the net proceeds from the sale of the Series 2002-2 Investor Notes in the Series 2002-2 Principal Collection Subaccount.

        (c)  On each Determination Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the Series 2002-2 Investor Noteholders and deposit in the Series 2002-2 Settlement Collection Subaccount on the immediately succeeding Transfer Date amounts withdrawn from the Gain on Sale Account on such Transfer Date, in an amount equal to the product of the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and the amount withdrawn from the Gain on Sale Account pursuant to Section 5.2(e) of the Base Indenture on such Transfer Date.

        (d)  On each Determination Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the Series 2002-2 Investor Noteholders and deposit in the Series 2002-2 Settlement Collection Subaccount on the immediately succeeding Settlement Date the following amounts:

        (i)    any Unit Repurchase Payments made by the Servicer and/or SPV, in an amount equal to the product of the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and the amount of such Unit Repurchase Payments;

        (ii)  the Monthly Servicer Advance made by the Servicer, in an amount equal to the product of the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and the amount of such Monthly Servicer Advance;

        (iii)  payments made under the Lease Rate Caps maintained by the Issuer pursuant to Sections 5A.11(a) and (b), in an amount equal to the product of the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and the amount of such payments; and

        (iv)  all payments made to the Indenture Trustee under the Series 2002-2 Lease Rate Cap.

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        (e)  During the Series 2002-2 Revolving Period, the Administrator may direct the Indenture Trustee in writing on any Business Day to withdraw amounts on deposit in the Series 2002-2 Principal Collection Subaccount for either of the following purposes:

        (i)    if such Business Day is an Additional Closing Date, to remit all or a portion of the Transferred Asset Payment due on such Additional Closing Date pursuant to the Transfer Agreement; or

        (ii)  to reduce the Invested Amount of any Series of Investor Notes.

        (f)    Prior to the occurrence of a Potential Amortization Event or an Amortization Event, on any Business Day during the period commencing on a Period End Date to but excluding the next succeeding Settlement Date on which the Administrator is able to determine the amounts to be distributed from the Series 2002-2 Settlement Collection Subaccount pursuant to paragraphs (i) through (xii) of Section 5A.4(c) on such Settlement Date and any amounts owing in respect of the Series 2002-2 Preferred Membership Interests under the Series 2002-2 Preferred Membership Interest Purchase Agreement on such Settlement Date, the Administrator may direct the Indenture Trustee in writing to withdraw from the Series 2002-2 General Collection Subaccount and remit to the Issuer the Series 2002-2 Available Excess Collections Amount for such Business Day.

Section 5A.3    Determination of Interest.

        (a)  JPMorgan Chase is hereby appointed Calculation Agent for the purpose of determining the Series 2002-2 Note Rates for each Series 2002-2 Interest Period. On each LIBOR Determination Date, the Calculation Agent shall determine the Series 2002-2 Note Rate for each Class of Series 2002-2 Investor Notes for the next succeeding Series 2002-2 Interest Period and deliver notice of such Series 2002-2 Note Rates to the Indenture Trustee. On each LIBOR Determination Date, the Indenture Trustee shall deliver to the Administrator notice of the Series 2002-2 Note Rate for each Class of Series 2002-2 Investor Notes for the next succeeding Series 2002-2 Interest Period.

        (b)  Until the Administrator shall give the Indenture Trustee written notice that no Class of the Series 2002-2 Investor Notes is listed on the Luxembourg Stock Exchange, the Indenture Trustee shall, or shall instruct the Calculation Agent to, cause (i) the Series 2002-2 Note Rate applicable to each Class of the Series 2002-2 Investor Notes for the next succeeding Series 2002-2 Interest Period, the number of days in such Series 2002-2 Interest Period, the Payment Date for such Series 2002-2 Interest Period and the amount of interest payable on each Class of Series 2002-2 Investor Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than the Business Day immediately following each LIBOR Determination Date and (B) published in the Authorized Newspaper as soon as possible after its determination.

        (c)  On each Determination Date, the Administrator shall determine (a) the excess, if any (the "Class A Interest Shortfall Amount"), of (i) the sum of (A) the Class A-1 Monthly Interest for the Series 2002-2 Interest Period ending on the next succeeding Payment Date, (B) the Class A-2 Monthly Interest for the Series 2002-2 Interest Period ending on the next succeeding Payment Date and (C) the amount of any unpaid Class A Interest Shortfall Amount, as of the preceding Payment Date (together with any Additional Interest on such Class A Interest Shortfall Amount) (such sum, the "Class A Monthly Interest Payment") over (ii) the amount which will be available to pay interest on the Series 2002-2 Investor Notes in accordance with Section 5A.4(c)(v) on such Payment Date, and (b) the excess, if any (the "Class B Interest Shortfall Amount"), of (i) the sum of (A) the Class B Monthly Interest for the Series 2002-2 Interest Period ending on the next succeeding Payment Date and (B) the amount of any unpaid Class B Interest Shortfall Amount, as of the preceding Payment Date (together with any Additional Interest on such Class B Interest Shortfall Amount) (such sum, the "Class B Monthly Interest Payment") over (ii) the excess, if any, of (A) the amount which will be available to pay interest on the Series 2002-2 Investor Notes in accordance with Section 5A.4(c)(v) on such Payment Date over (B) the Class A Monthly Interest Payment for such Payment Date. If the Class A Interest Shortfall Amount with respect to any Payment

13

Date is greater than zero, payments of interest to the Class A-1 Investor Noteholders and the Class A-2 Investor Noteholders will be reduced on a pro rata basis, based on the amount of interest payable to each such Class A-1 Investor Noteholder and Class A-2 Investor Noteholder, by the amount of the Class A Interest Shortfall Amount. The portion of the Class A Interest Shortfall Amount allocable to the Class A-1 Investor Notes and to the Class A-2 Investor Notes shall be referred to as the "Class A-1 Interest Shortfall Amount" and the "Class A-2 Interest Shortfall Amount," respectively. If the Class B Interest Shortfall Amount with respect to any Payment Date is greater than zero, payments of interest to the Class B Investor Noteholders will be reduced on a pro rata basis by the amount of the Class B Interest Shortfall Amount. An additional amount of interest ("Additional Interest") shall accrue on the Class A-1 Interest Shortfall Amount, the Class A-2 Interest Shortfall Amount and the Class B Interest Shortfall Amount (collectively, the "Interest Shortfall Amount") for each Series 2002-2 Interest Period at the applicable Series 2002-2 Note Rate for such Series 2002-2 Interest Period. Until the Administrator shall give the Indenture Trustee written notice that no Class of the Series 2002-2 Investor Notes is listed on the Luxembourg Stock Exchange, the Indenture Trustee shall, or shall instruct the Calculation Agent to, notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Settlement Statement with respect to the Series 2002-2 Investor Notes, the amount of interest to be paid on any Class of the Series 2002-2 Investor Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2002-2 Interest Period by the Business Day prior to such Payment Date.

        (d)  All communications by or on behalf of the Indenture Trustee to the Luxembourg Stock Exchange pursuant to this Section 5A.3 shall be sent by facsimile to 352 2626 5155, attention: Carlo Oly.

Section 5A.4    Monthly Application of Collections.

        (a)  On each Settlement Date, the Administrator shall direct the Indenture Trustee in writing to withdraw from the Series 2002-2 General Collection Subaccount and allocate to the Series 2002-2 Settlement Collection Subaccount an amount equal to Total Cash Available for such Settlement Date (less an amount equal to the investment income from the Series 2002-2 General Collection Subaccount and the Series 2002-2 Principal Collection Subaccount transferred to the Series 2002-2 Settlement Collection Subaccount pursuant to Section 5A.1(b)).

        (b)  (i) If the Administrator determines that the aggregate amount distributable from the Series 2002-2 Settlement Collection Subaccount pursuant to paragraphs (i) through (ix) of Section 5A.4(c) on any Payment Date exceeds the Total Cash Available for such Payment Date (the "Deficiency"), the Administrator shall notify the Indenture Trustee thereof in writing at or before 10:00 a.m., New York City time, on the Business Day immediately preceding such Payment Date, and the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York City time, on such Payment Date, withdraw from the Series 2002-2 Reserve Account and deposit in the Series 2002-2 Settlement Collection Subaccount an amount equal to the least of (x) such Deficiency, (y) the product of the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period and Aggregate Net Lease Losses for such Monthly Period and (z) the Series 2002-2 Reserve Account Amount and, to the extent that such amount is less than the Deficiency, withdraw from the Series 2002-2 Yield Supplement Account and deposit in the Series 2002-2 Settlement Collection Subaccount an amount equal to the lesser of the amount of such insufficiency and the Series 2002-2 Yield Supplement Account Amount. If the Deficiency with respect to any Payment Date exceeds the amounts to be withdrawn from the Series 2002-2 Reserve Account and the Series 2002-2 Yield Supplement Account pursuant to the immediately preceding sentence, the Administrator shall instruct the Indenture Trustee in writing at or before 10:00 a.m., New York City time, on the Business Day immediately preceding such Payment Date, and the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York City time, on such Payment Date, withdraw from the Series 2002-2 Reserve Account and deposit in the Series 2002-2 Settlement Collection Subaccount an amount equal to the lesser of (x) the remaining portion of the Deficiency

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and (y) the Series 2002-2 Reserve Account Amount (after giving effect to the withdrawal described in the immediately preceding sentence).

        (ii)  If the Administrator determines that (A) the amount to be deposited in the Series 2002-2 Distribution Account in accordance with Section 5A.4(c)(ix) and paid to the Class A-1 Investor Noteholders pursuant to Section 5A.6 on the Class A-1 Final Maturity Date is less than the Class A-1 Invested Amount, (B) the amount to be deposited in the Series 2002-2 Distribution Account in accordance with Section 5A.4(c)(ix) and paid to the Class A-2 Investor Noteholders pursuant to Section 5A.6 on the Class A-2 Final Maturity Date is less than the Class A-2 Invested Amount or (C) the amount to be deposited in the Series 2002-2 Distribution Account in accordance with Section 5A.4(c)(ix) and paid to the Class B Investor Noteholders pursuant to Section 5A.6 on the Class B Final Maturity Date is less than the Class B Invested Amount, the Administrator shall notify the Indenture Trustee thereof in writing at or before 10:00 a.m., New York City time, on the Business Day immediately preceding such Final Maturity Date, and the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York City time, on such Final Maturity Date, withdraw from the Series 2002-2 Reserve Account and deposit in the Series 2002-2 Distribution Account an amount equal to the lesser of such insufficiency and the Series 2002-2 Reserve Account Amount (after giving effect to any withdrawal therefrom pursuant to Section 5A.4(b)(i) on such Final Maturity Date). In addition, if the Series 2002-2 Reserve Account Amount is less than such insufficiency on the Class B Final Maturity Date, the Administrator shall notify the Indenture Trustee thereof in writing at or before 10:00 a.m., New York City time, on the Business Day immediately preceding the Class B Final Maturity Date and the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York City time, on the Class B Final Maturity Date, withdraw from the Series 2002-2 Yield Supplement Account and deposit in the Series 2002-2 Distribution Account an amount equal to the lesser of such remaining insufficiency and the Series 2002-2 Yield Supplement Account Amount (after giving effect to any withdrawal therefrom pursuant to Section 5A.4(b)(i) on the Class B Final Maturity Date).

        (c)  On each Payment Date, based solely on the information contained in the Monthly Settlement Statement with respect to Series 2002-2 Investor Notes, the Indenture Trustee shall apply the following amounts allocated to, or deposited in, the Series 2002-2 Settlement Collection Subaccount on such Payment Date in the following order of priority:

        (i)    to SPV, an amount equal to the Series 2002-2 Excess Fleet Receivable Amount, if any, for such Payment Date;

        (ii)  to the Gain On Sale Account, an amount equal to the Series 2002-2 Monthly Residual Value Gain, if any, for such Payment Date;

        (iii)  to the Servicer, an amount equal to the product of the Monthly Servicer Advance Reimbursement Amount for such Payment Date and the average daily Series 2002-2 Invested Percentage during the immediately preceding Monthly Period;

        (iv)  if VMS is not the Servicer, to the Servicer, an amount equal to the Series 2002-2 Basic Servicing Fee for the Series 2002-2 Interest Period ending on such Payment Date plus, on the first Payment Date following the transfer of the servicing from VMS to a successor Servicer pursuant to Section 9.1 of the Series 1999-1 SUBI Servicing Supplement, to the extent not reimbursed by VMS, the reasonable costs and expenses of the successor Servicer incurred in connection with the transfer of the servicing, in an amount up to $250,000;

        (v)  to the Series 2002-2 Distribution Account, an amount equal to the Series 2002-2 Monthly Interest payable on such Payment Date plus the amount of any unpaid Interest Shortfall Amount, as of the preceding Payment Date, together with any Additional Interest on such Interest Shortfall Amount (such amount, the "Monthly Interest Payment");

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        (vi)  if VMS is the Servicer, to the Servicer, an amount equal to the Series 2002-2 Basic Servicing Fee for the Series 2002-2 Interest Period ending on such Payment Date;

        (vii) to the Administrator, an amount equal to the Series 2002-2 Administrator Fee for the Series 2002-2 Interest Period ending on such Payment Date;

        (viii)  other than during a Lockout Period, to the Series 2002-2 Preferred Member Distribution Account, an amount equal to the Dividend Amount for such Payment Date;

        (ix)  (A) on any Payment Date immediately succeeding a Monthly Period falling in the Series 2002-2 Revolving Period, to the Series 2002-2 Principal Collection Subaccount, an amount equal to the Series 2002-2 Allocated Asset Amount Deficiency, if any, on such Payment Date, (B) on the earlier of (x) the second Payment Date following the March 2004 Period End Date or (y) the first Payment Date following the occurrence of an Amortization Event, to the Series 2002-2 Distribution Account, an amount equal to the lesser of the Series 2002-2 Principal Payment Amount for such Payment Date and the Series 2002-2 Invested Amount on such Payment Date and (C) if any Series 2002-2 Preferred Membership Interests are issued and outstanding, on any Payment Date on and after the Series 2002-2 Note Termination Date, to the Series 2002-2 Preferred Member Distribution Account, an amount equal to the Series 2002-2 Principal Payment Amount for such Payment Date (or, on the Series 2002-2 Note Termination Date, the portion thereof not deposited into the Series 2002-2 Distribution Account); provided, however that on or after the Series 2002-2 Note Termination Date during a Lockout Period, the Series 2002-2 Principal Payment Amount for such Payment Date (or, on the Series 2002-2 Note Termination Date, the portion thereof not deposited into the Series 2002-2 Distribution Account) shall be applied by the Indenture Trustee in accordance with Section 5.4(d) of the Base Indenture;

        (x)  to the Series 2002-2 Reserve Account, to the extent that a Series 2002-2 Liquid Credit Enhancement Deficiency exists or, on any Payment Date immediately succeeding a Monthly Period falling in the Series 2002-2 Amortization Period, to the extent that a Series 2002-2 Allocated Asset Amount Deficiency exists, an amount equal to the greater of such deficiencies;

        (xi)  to the Series 2002-2 Yield Supplement Account, to the extent that a Series 2002-2 Yield Supplement Deficiency exists (or, will exist after giving effect to any reduction in the Class X 1999-1B Invested Amount on such Payment Date), an amount equal to such deficiency;

        (xii) if VMS is not the Servicer, to the Servicer, an amount equal to any Series 2002-2 Supplemental Servicing Fee for the Series 2002-2 Interest Period ending on such Payment Date; and

        (xiii)  if any Series 2002-2 Preferred Membership Interests are issued and outstanding, to the Series 2002-2 Preferred Member Distribution Account, an amount equal to the balance remaining in the Series 2002-2 Settlement Collection Subaccount.

Section 5A.5    Payment of Monthly Interest Payment.

On each Payment Date, based solely on the information contained in the Monthly Settlement Statement with respect to the Series 2002-2 Investor Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base Indenture, distribute to the Series 2002-2 Investor Noteholders, from the Series 2002-2 Distribution Account, the Monthly Interest Payment in the following order of priority to the extent of the amount deposited in the Series 2002-2 Distribution Account for the payment of interest on the Series 2002-2 Investor Notes pursuant to Section 5A.4(c)(v):

        (a)  pro rata to each Class A-1 Investor Noteholder and each Class A-2 Investor Noteholder, an amount equal to the Class A Monthly Interest Payment payable on such Payment Date; and

        (b)  pro rata to each Class B Investor Noteholder, an amount equal to the Class B Monthly Interest Payment payable on such Payment Date.

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Section 5A.6    Payment of Principal.

        (a)  The principal amount of each Class of the Series 2002-2 Investor Notes shall be due and payable on the Final Maturity Date with respect to such Class.

        (b)  On each Payment Date on which a deposit is made to the Series 2002-2 Distribution Account pursuant to Section 5A.4(c)(ix) or an amount is deposited in the Series 2002-2 Distribution Account pursuant to Section 5A.4(b)(ii), based solely on the information contained in the Monthly Settlement Statement with respect to Series 2002-2 Investor Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base Indenture, distribute during the Series 2002-2 Amortization Period, from the Series 2002-2 Distribution Account the amount deposited therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in the following order of priority:

        (i)    pro rata to each Class A-1 Investor Noteholder until the Class A-1 Invested Amount is reduced to zero;

        (ii)  pro rata to each Class A-2 Investor Noteholder until the Class A-2 Invested Amount is reduced to zero; and

        (iii)  pro rata to each Class B Investor Noteholder until the Class B Invested Amount is reduced to zero.

provided however that on any Payment Date falling after the occurrence of an Amortization Event resulting from the occurrence of an Event of Default described in Section 9.1(a), (b) or (f) of the Base Indenture the Indenture Trustee shall distribute from the Series 2002-2 Distribution Account the amounts deposited therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in the following order of priority:

        (y)  pro rata to each Class A-1 Investor Noteholder and each Class A-2 Investor Noteholder until the Class A-1 Invested Amount and Class A-2 Invested Amount are reduced to zero; and

        (z)  pro rata to each Class B Investor Noteholder until the Class B Invested Amount is reduced to zero.

        (c)  The Indenture Trustee shall notify the Person in whose name a Series 2002-2 Investor Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Series 2002-2 Investor Note will be paid. Such notice shall be made at the expense of the Administrator and shall be mailed within three (3) Business Days of receipt of a Monthly Settlement Statement indicating that such final payment will be made and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2002-2 Investor Note and shall specify the place where such Series 2002-2 Investor Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Series 2002-2 Investor Notes shall be (i) transmitted by facsimile to Series 2002-2 Investor Noteholders holding Global Notes and (ii) sent by registered mailed to Series 2002-2 Investor Noteholders holding Definitive Notes and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2002-2 Investor Note and shall specify the place where such Series 2002-2 Investor Note may be presented and surrendered for payment of such installment.

Section 5A.7    The Administrator's Failure to Instruct the Indenture Trustee to Make a Deposit or Payment.

When any payment or deposit hereunder or under any other Transaction Document is required to be made by the Indenture Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any subaccount thereof required to be given by the Administrator, at the time specified herein or in any other Transaction Document (after giving effect to applicable grace periods), the Indenture Trustee shall make such payment or deposit into or from the Collection Account or such subaccount without such notice or

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instruction from the Administrator; provided that the Administrator, upon request of the Indenture Trustee, promptly provides the Indenture Trustee with all information necessary to allow the Indenture Trustee to make such a payment or deposit in the event that the Indenture Trustee shall take or refrain from taking action pursuant to this Section 5A.7, the Administrator shall, by 5:00 p.m., New York City time, on any day the Indenture Trustee makes a payment or deposit based on information or direction from the Administrator, provide (i) written confirmation of any such direction and (ii) written confirmation of all information used by the Administrator in giving any such direction.

Section 5A.8    Series 2002-2 Reserve Account.

        (a)  The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders an account (the "Series 2002-2 Reserve Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-2 Investor Noteholders. The Series 2002-2 Reserve Account shall be an Eligible Deposit Account; provided that, if at any time such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining knowledge of such reduction, establish a new Series 2002-2 Reserve Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2002-2 Reserve Account, it shall transfer all cash and investments from the non-qualifying Series 2002-2 Reserve Account into the new Series 2002-2 Reserve Account. Initially, the Series 2002-2 Reserve Account will be established with JPMorgan Chase Bank.

        (b)  The Issuer may instruct the institution maintaining the Series 2002-2 Reserve Account in writing to invest funds on deposit in the Series 2002-2 Reserve Account from time to time in Permitted Investments selected by the Issuer (by standing instructions or otherwise); provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received. All such Permitted Investments will be credited to the Series 2002-2 Reserve Account and any such Permitted Investments that constitute (i) Physical Property (and that is not either a United States Security Entitlement or a Security Entitlement) shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held by the Indenture Trustee pending maturity or disposition; (ii) United States Security Entitlements or Security Entitlements shall be Controlled by the Indenture Trustee pending maturity or disposition; and (iii) Uncertificated Securities (and not United States Security Entitlements) shall be delivered to the Indenture Trustee in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee pending maturity or disposition. The Indenture Trustee shall, at the direction and expense of the Administrator, take such additional action as is required to maintain the Indenture Trustee's security interest in the Permitted Investments credited to the Series 2002-2 Reserve Account. In absence of written direction as provided hereunder, funds on deposit in the Series 2002-2 Reserve Account shall remain uninvested.

        (c)  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2002-2 Reserve Account shall be deemed to be on deposit and available for distribution.

        (d)  If there is a Series 2002-2 Reserve Account Surplus on any Settlement Date, the Administrator may notify the Indenture Trustee thereof in writing and instruct the Indenture Trustee to withdraw from the Series 2002-2 Reserve Account and deposit in the Series 2002-2 Preferred Member Distribution Account, and the Indenture Trustee shall withdraw from the Series 2002-2 Reserve Account and deposit in the Series 2002-2 Preferred Member Distribution Account, so long as no Series 2002-2 Allocated Asset Amount Deficiency exists or would result therefrom, an amount up to the lesser of (i) such Series 2002-2 Reserve Account Surplus on such Business Day and (ii) the Series 2002-2 Reserve Account Amount on such Business Day.

        (e)  Amounts will be withdrawn from the Series 2002-2 Reserve Account in accordance with Section 5A.4(b).

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        (f)    In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-2 Investor Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-2 Investor Noteholders, all of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-2 Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2002-2 Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2002-2 Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-2 Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2002-2 Reserve Account and in all proceeds thereof and shall be the only person authorized to originate entitlement orders in respect of the Series 2002-2 Reserve Account. The Indenture Trustee and the Series 2002-2 Investor Noteholders shall have no interest in any amounts withdrawn from the Series 2002-2 Reserve Account and deposited in the Series 2002-2 Preferred Member Distribution Account.

        (g)  On the first Payment Date after the Series 2002-2 Note Termination Date on which the sum of (a) the Series 2002-2 Reserve Account Amount, (b) the Series 2002-2 Yield Supplement Account Amount and (c) the amount available to be deposited in the Series 2002-2 Preferred Member Distribution Account in accordance with Section 5A.4(c)(ix) is at least equal to the aggregate stated liquidation preference of the Series 2002-2 Preferred Membership Interests and on any Payment Date thereafter, the Indenture Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Series 2002-2 Reserve Account all amounts on deposit therein for deposit in the Series 2002-2 Preferred Member Distribution Account.

Section 5A.9    Series 2002-2 Yield Supplement Account.

        (a)  The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders an account (the "Series 2002-2 Yield Supplement Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-2 Investor Noteholders. The Series 2002-2 Yield Supplement Account shall be an Eligible Deposit Account; provided that, if at any time such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining knowledge of such reduction, establish a new Series 2002-2 Yield Supplement Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2002-2 Yield Supplement Account, it shall transfer all cash and investments from the non-qualifying Series 2002-2 Yield Supplement Account into the new Series 2002-2 Yield Supplement Account. Initially, the Series 2002-2 Yield Supplement Account will be established with JPMorgan Chase Bank.

        (b)  The Issuer may instruct the institution maintaining the Series 2002-2 Yield Supplement Account in writing to invest funds on deposit in the Series 2002-2 Yield Supplement Account from time to time in Permitted Investments selected by the Issuer (by standing instructions or otherwise); provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received. All such Permitted Investments will be credited to the Series 2002-2 Yield Supplement Account and any such Permitted Investments that constitute (i) Physical Property (and that is not either a United States Security Entitlement or a Security Entitlement) shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held by the Indenture Trustee pending maturity or disposition; (ii) United States Security Entitlements or Security Entitlements shall be Controlled by the Indenture Trustee pending maturity or

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disposition; and (iii) Uncertificated Securities (and not United States Security Entitlements) shall be delivered to the Indenture Trustee in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee pending maturity or disposition. The Indenture Trustee shall, at the direction and expense of the Administrator, take such additional action as is required to maintain the Indenture Trustee's security interest in the Permitted Investments credited to the Series 2002-2 Yield Supplement Account. In absence of written direction as provided hereunder, funds on deposit in the Series 2002-2 Yield Supplement Account shall remain uninvested.

        (c)  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2002-2 Yield Supplement Account shall be deemed to be on deposit and available for distribution.

        (d)  If there is a Series 2002-2 Yield Supplement Account Surplus on any Settlement Date, the Administrator may notify the Indenture Trustee thereof in writing and request the Indenture Trustee to withdraw from the Series 2002-2 Yield Supplement Account and deposit in the Series 2002-2 Preferred Member Distribution Account, and the Indenture Trustee shall withdraw from the Series 2002-2 Yield Supplement Account and deposit in the Series 2002-2 Preferred Member Distribution Account an amount up to the lesser of (i) such Series 2002-2 Yield Supplement Account Surplus on such Business Day and (ii) the Series 2002-2 Yield Supplement Account Amount on such Business Day.

        (e)  Amounts will be withdrawn from the Series 2002-2 Yield Supplement Account in accordance with Section 5A.4(b).

        (f)    In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-2 Investor Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-2 Investor Noteholders, all of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-2 Yield Supplement Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2002-2 Yield Supplement Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2002-2 Yield Supplement Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-2 Yield Supplement Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2002-2 Yield Supplement Account and in all proceeds thereof and shall be the only person authorized to originate entitlement orders in respect of the Series 2002-2 Yield Supplement Account. The Indenture Trustee and the Series 2002-2 Investor Noteholders shall have no interest in any amounts withdrawn from the Series 2002-2 Yield Supplement Account and deposited in the Series 2002-2 Preferred Member Distribution Account.

        (g)  On the first Payment Date after the Series 2002-2 Note Termination Date on which the sum of (a) the Series 2002-2 Reserve Account Amount, (b) the Series 2002-2 Yield Supplement Account Amount and (c) the amount available to be deposited in the Series 2002-2 Preferred Member Distribution Account in accordance with Section 5A.4(c)(ix) is at least equal to the aggregate stated liquidation preference of the Series 2002-2 Preferred Membership Interests and on any Payment Date thereafter, the Indenture Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Series 2002-2 Yield Supplement Account all amounts on deposit therein for deposit in the Series 2002-2 Preferred Member Distribution Account.

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Section 5A.10    Series 2002-2 Distribution Account.

        (a)  The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-2 Investor Noteholders an account (the "Series 2002-2 Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-2 Investor Noteholders. The Series 2002-2 Distribution Account shall be an Eligible Deposit Account; provided that, if at any time such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining knowledge of such reduction, establish a new Series 2002-2 Distribution Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2002-2 Distribution Account, it shall transfer all cash and investments from the non-qualifying Series 2002-2 Distribution Account into the new Series 2002-2 Distribution Account. Initially, the Series 2002-2 Distribution Account will be established with JPMorgan Chase Bank.

        (b)  In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-2 Investor Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-2 Investor Noteholders, all of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-2 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2002-2 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-2 Distribution Account, the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2002-2 Distribution Account and in all proceeds thereof and shall be the only person authorized to originate entitlement orders in respect of the Series 2002-2 Distribution Account.

Section 5A.11    Lease Rate Caps.

        (a)  The Issuer shall have obtained on the Series 2002-2 Closing Date and shall thereafter maintain one or more interest rate caps, each from a Series 2002-2 Eligible Counterparty, having, in the aggregate, a notional amount on the Series 2002-2 Closing Date at least equal to the aggregate Lease Balance of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the Series 2002-2 Closing Date, plus, in the case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles and on each Payment Date thereafter at least equal to the aggregate scheduled Lease Balance of all such Fixed Rate Leases as of the last day of the Monthly Period immediately preceding such Payment Date, plus, in the case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles, and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the weighted average fixed rate of interest on such Fixed Rate Leases minus 0.65% per annum.

        (b)  On or prior to the date that any Fixed Rate Lease is allocated to the Lease SUBI Portfolio on or after the Series 2002-2 Closing Date, the Issuer shall have obtained and shall thereafter maintain an interest rate cap from a Series 2002-2 Eligible Counterparty having a notional amount equal to the initial Lease Balance of such Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and on each Payment Date thereafter at least equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last day of the Monthly Period immediately preceding such Payment Date, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the fixed rate of interest on such Fixed Rate Lease minus 0.65% per annum.

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        (c)  The Issuer may obtain an interest rate cap from a Series 2002-2 Eligible Counterparty in respect of any Fixed Rate Lease allocated to the Lease SUBI Portfolio that was not a Fixed Rate Lease when initially allocated to the Lease SUBI Portfolio or on the Series 2002-2 Closing Date having a notional amount equal to the Lease Balance of such Fixed Rate Lease as of the last day of the Monthly Period immediately preceding the date as of which such Lease became a Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and on each Payment Date thereafter at least equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last day of the Monthly Period immediately preceding such Payment Date, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the fixed rate of interest on such Fixed Rate Lease minus 0.65% per annum. If the Issuer obtains an interest rate cap in respect of any Fixed Rate Lease satisfying the requirements of this Section 5A.11(c), it shall maintain such interest rate cap.

        (d)  The Issuer shall have obtained on the Series 2002-2 Closing Date and shall thereafter maintain the Series 2002-2 Required Lease Rate Cap.

        (e)  If the short-term credit rating of any provider of an interest rate cap required to be obtained and maintained by the Issuer pursuant to this Section 5A.11 falls below A-1 by Standard & Poor's or P-1 by Moody's or the long-term unsecured credit rating of any such provider falls below A+ by Standard & Poor's or Aa3 by Moody's, the Issuer shall obtain an equivalent interest rate cap from a Series 2002-2 Eligible Counterparty within 30 days of such decline in credit rating unless such provider provides some form of collateral for its obligations under its interest rate cap and the Rating Agency Condition is satisfied with respect to such arrangement. The Issuer will not permit any interest rate cap required to be obtained and maintained by the Issuer pursuant to this Section 5A.11 to be terminated or transferred in whole or in part unless a replacement interest rate cap therefor has been provided as described in the immediately preceding sentence and, after giving effect thereto, the Issuer has the interest rate caps required to be obtained and maintained by the Issuer pursuant to this Section 5A.11.

        (f)    In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-2 Investor Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-2 Investor Noteholders, all of the Issuer's right, title and interest in and to the Series 2002-2 Lease Rate Cap and any and all payments thereunder and any and all proceeds thereof (including as a result of the termination thereof).

ARTICLE III

AMORTIZATION EVENTS

If any one of the following events shall occur with respect to the Series 2002-2 Investor Notes:

        (a)  the Series 2002-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);

        (b)  the Series 2002-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);

        (c)  a Series 2002-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;

        (d)  a Series 2002-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;

        (e)  a Series 2002-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;

        (f)    the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;

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        (g)  the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;

        (h)  the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;

        (i)    the failure on the part of the Issuer to declare and pay dividends on the Series 2002-2 Senior Preferred Membership Interests or the Series 2002-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;

        (j)    any Servicer Termination Event shall occur;

        (k)  any Termination Event shall occur;

        (l)    an Event of Default with respect to the Series 2002-2 Investor Notes shall occur;

        (m)  there is at least $10,000,000 on deposit in the Series 2002-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2002-2 Revolving Period;

        (n)  an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;

        (o)  all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date, all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date, or all principal and interest of the Class B Investor Notes is not paid in full on or before the Class B Maturity Date;

        (p)  failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2002-2 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;

        (q)  any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2002-2 Required Investor Noteholders, written notice thereof;

        (r)  the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;

        (s)  there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;

        (t)    one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

        (u)  any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms;

23

then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2002-2 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2002-2 Required Investor Noteholders, declare that an Amortization Event has occurred with respect to the Series 2002-2 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2002-2 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2002-2 Investor Noteholders.

ARTICLE IV

OPTIONAL PREPAYMENT

The Issuer shall have the option to prepay the Series 2002-2 Investor Notes in full on any Payment Date after the Payment Date in April 2004. The Issuer shall give the Indenture Trustee at least ten Business Days' prior written notice of the Payment Date on which the Issuer intends to exercise such option to prepay (the "Prepayment Date"). The prepayment price for the Series 2002-2 Investor Notes shall equal the aggregate outstanding principal balance of the Series 2002-2 Investor Notes (determined after giving effect to any payments of principal and interest on such Payment Date), plus accrued and unpaid interest on such outstanding principal balance. Not later than 11:00 a.m., New York City time, on such Prepayment Date, the Issuer shall deposit in the Series 2002-2 Distribution Account an amount equal to the prepayment price in immediately available funds. The funds deposited into the Series 2002-2 Distribution Account will be paid by the Indenture Trustee to the Series 2002-2 Investor Noteholders on such Prepayment Date.

ARTICLE V
SERVICING AND
ADMINISTRATOR FEES

Section 5.1    Servicing Fees.    A periodic servicing fee (the "Series 2002-2 Basic Servicing Fee") shall be payable to the Servicer on each Payment Date for the Series 2002-2 Interest Period ending on such Payment Date in an amount equal to the product of (a) 0.215% (the "Series Servicing Fee Percentage") times (b) the Series 2002-2 Allocated Adjusted Aggregate Unit Balance as of the first day of such Series 2002-2 Interest Period times (c) the number of days in such Series 2002-2 Interest Period divided by 365 (or 366, as applicable) days; provided, however that if VMS is not the Servicer, the servicing fee payable to the Servicer on each Payment Date hereunder may be increased such that the sum of the Series 2002-2 Basic Servicing Fee and the additional servicing fee payable to the Servicer hereunder (the "Series 2002-2 Supplemental Servicing Fee") for each Series 2002-2 Interest Period equals 110% of the costs to the successor Servicer of servicing the portion of the Lease SUBI Portfolio allocated to Series 2002-2 during such Series 2002-2 Interest Period. For this purpose, the portion of the Lease SUBI Portfolio allocated to Series 2002-2 for each Series 2002-2 Interest Period shall equal the average Series 2002-2 Invested Percentage during such Series 2002-2 Interest Period. The Series 2002-2 Basic Servicing Fee and any Series 2002-2 Supplemental Servicing Fee shall be payable to the Servicer on each Payment Date pursuant to Section 5A.4(c).

Section 5.2    Administrator Fee.    A periodic fee (the "Series 2002-2 Administrator Fee") shall be payable to the Administrator on each Payment Date for the Series 2002-2 Interest Period ending on such Payment Date in an amount equal to the product of (a) 0.01% times (b) the Series 2002-2 Allocated Adjusted Aggregate Unit Balance as of the first day of the immediately preceding Monthly Period times (c) the number of days in such Series 2002-2 Interest Period divided by 365 (or 366, as applicable) days. The Series 2002-2 Administrator Fee shall be payable to the Administrator on each Payment Date pursuant to Section 5A.4(c)(vii).

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ARTICLE VI

FORM OF SERIES 2002-2 NOTES

Section 6.1    Initial Issuance of Series 2002-2 Investor Notes.

The Series 2002-2 Investor Notes are being offered and sold by the Issuer in a registered public offering pursuant to an Underwriting Agreement, dated December 5, 2002, among the Issuer, VMS, PHH and J.P. Morgan Securities Inc. and Barclay's Capital Inc., as the representatives of the underwriters.

Section 6.2    Global Notes.

The Series 2002-2 Investor Notes of each Class will be issued in the form of one or more Global Notes in fully registered form, without coupons, substantially in the form set forth in Exhibits A-1, A-2 and A-3, registered in the name of Cede & Co., as nominee of DTC, and deposited with JPMorgan Chase, as custodian of DTC (collectively, the "Series 2002-2 Global Notes").

The Series 2002-2 Global Notes shall bear the following legends:

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"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

Section 6.3    Definitive Notes.

No Series 2002-2 Note Owner will receive a Definitive Note representing such Series 2002-2 Note Owner's interest in the Series 2002-2 Investor Notes other than in accordance with Section 2.11 of the Base Indenture.

ARTICLE VII

INFORMATION

The Issuer hereby agrees to provide to the Indenture Trustee and each provider of the Series 2002-2 Required Lease Rate Cap, on each Determination Date, a Monthly Settlement Statement, substantially in the form of Exhibit B, setting forth as of the last day of the most recent Monthly Period and for such Monthly Period the information set forth therein. The Indenture Trustee shall provide to the Series 2002-2 Investor Noteholders, or their designated agent, copies of each Monthly Settlement Statement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1    Ratification of Indenture.    As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.

25

Section 8.2    Obligations Unaffected.    The obligations of the Issuer to the Series 2002-2 Investor Noteholders under this Indenture Supplement shall not be affected by reason of any invalidity, illegality or irregularity of any of the SUBI Certificates, the Sold Units or the Fleet Receivables.

Section 8.3    Governing Law.THIS INDENTURE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.4    Further Assurances.    Each of the Issuer and the Indenture Trustee agrees, at the Administrator's expense, from time to time, to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Series 2002-2 Required Investor Noteholders more fully to effect the purposes of this Indenture Supplement and the sale of the Series 2002-2 Investor Notes hereunder. The Issuer hereby authorizes the Indenture Trustee to file any financing statements or similar documents or notices or continuation statements relating to the Series 2002-2 Collateral under the provisions of the UCC or similar legislation of any applicable jurisdiction.

Section 8.5    Exhibits.    The following exhibits attached hereto supplement the exhibits included in the Base Indenture:

Exhibit A-1:	Form of Class A-1 Note
Exhibit A-2:	Form of Class A-2 Note
Exhibit A-3:	Form of Class B Note
Exhibit B:	Form of Monthly Settlement Statement
Exhibit C:	Form of Series 2002-2 Lease Rate Cap

Section 8.6    No Waiver; Cumulative Remedies.    No failure to exercise and no delay in exercising, on the part of the Indenture Trustee, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 8.7    Amendments.    (a)    This Indenture Supplement may be amended in writing from time to time in accordance with the terms of the Base Indenture.

        (b)  No amendment specified in this Indenture Supplement as requiring satisfaction of the Rating Agency Condition shall be effective until the Rating Agency Condition is satisfied with respect thereto.

        (c)  The Issuer reserves the right, without any consent or other action of the Series 2002-2 Investor Noteholders, to amend Schedule 1 to the Base Indenture by (i) deleting "15%" from clause (a)(ii) of the definition of Excess Longer-Term Lease Amount and substituting in lieu thereof "20%", (ii) deleting "5%" from clause (b)(ii) of the definition of Excess Longer-Term Lease Amount and substituting in lieu thereof "7.5%" and (c) deleting "10%" from clause (ii) of the definition of Excess Residual Value Amount and substituting in lieu thereof "7.5%".

Section 8.8    Severability.    If any provision hereof is void or unenforceable in any jurisdiction, such voidness or unenforceability shall not affect the validity or enforceability of (i) such provision in any other jurisdiction or (ii) any other provision hereof in such or any other jurisdiction.

Section 8.9    Counterparts.    This Indenture Supplement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement.

Section 8.10    No Bankruptcy Petition.    (a)    By acquiring a Series 2002-2 Investor Note or an interest therein, each Series 2002-2 Investor Noteholder and each Series 2002-2 Investor Note Owner hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the

26

Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or similar law.

        (a)  By acquiring a Series 2002-2 Investor Note or an interest therein, each Series 2002-2 Investor Noteholder and each Series 2002-2 Investor Note Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Securitization, it will not institute against, or join any other Person in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any general partner or single member of any Special Purpose Entity that is a partnership or limited liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.

Section 8.11    SUBIs.    By acquiring a Series 2002-2 Investor Note or an interest therein, each Series 2002-2 Investor Noteholder and each Series 2002-2 Investor Note Owner and the Issuer hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this Section as defined in the Origination Trust Agreement), any other SUBI Portfolio (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease Receivable SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to maintain any action against or recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Section 8.12    Notice to Rating Agencies.    The Indenture Trustee shall provide to each Rating Agency a copy of each notice delivered to, or required to be provided by, the Indenture Trustee pursuant to this Indenture Supplement or any other Transaction Document.

Section 8.13    Conflict of Instructions.    In the event the Issuer and the Administrator shall have delivered conflicting instructions to the Indenture Trustee to take or refrain from taking action hereunder, the Indenture Trustee shall follow the instructions of the Issuer.

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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

CHESAPEAKE FUNDING LLC
By:	/s/  JOSEPH W. WEIKEL Name: Joseph W. Weikel Title: Manager
JPMORGAN CHASE BANK,
as Indenture Trustee
By:	/s/  CONNIE CHO Name: Connie Cho Title: Trust Officer

28

EXHIBIT A-1
TO SERIES 2002-2
INDENTURE SUPPLEMENT

FORM OF GLOBAL CLASS A-1 INVESTOR NOTE

REGISTERED $255,000,000
No. R-001

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP (CINS) NO. 165182AC0
ISIN NO. US165182AC07

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"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS CLASS A-1 INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1 INVESTOR NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CHESAPEAKE FUNDING LLC

SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
CLASS A-1

CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Two Hundred Fifty Five Million Dollars, which amount shall be payable in the amounts and at the times set forth in the Indenture described herein, provided, however, that the entire unpaid principal amount of this Class A-1 Investor Note shall be due on the Class A-1 Final Maturity Date. However, principal with respect to the Class A-1 Investor Notes may be paid earlier under certain limited circumstances described in the Indenture. The Issuer will pay interest on this Class A-1 Investor Note for each Series 2002-2 Interest Period, in accordance with the terms of the Indenture, at the

A-1

Class A-1 Note Rate for such Interest Period. Each "Series 2002-2 Interest Period" will be a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2002-2 Interest Period shall commence on and include the Series 2002-2 Closing Date and end on and include January 6, 2003. Such principal of and interest on this Class A-1 Investor Note shall be paid in the manner specified on the reverse hereof and in the Indenture.

The principal of and interest on this Class A-1 Investor Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class A-1 Investor Note shall be applied as provided in the Indenture. This Class A-1 Investor Note does not represent an interest in, or an obligation of, PHH Vehicle Management Services LLC ("VMS") or any affiliate of VMS other than the Issuer.

Reference is made to the further provisions of this Class A-1 Investor Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class A-1 Investor Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Class A-1 Investor Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture may be requested from the Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank, 4 New York Plaza, 6^th Floor, New York, New York, 10004, Attention: Institutional Trust Services. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class A-1 Investor Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: December 16, 2002
	CHESAPEAKE FUNDING LLC
	By:	Name: Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-1 Investor Notes issued under the within-mentioned Indenture.

JPMORGAN CHASE BANK, AS INDENTURE TRUSTEE
By:	Authorized Signatory

A-3

[REVERSE OF CLASS A-1 INVESTOR NOTE]

This Class A-1 Investor Note is one of a duly authorized issue of Class A-1 Investor Notes of the Issuer designated its Series 2002-2 Floating Rate Asset Backed Investor Notes, Class A-1 (herein called the "Class A-1 Investor Notes"), all issued under (i) a Base Indenture dated as of June 30, 1999 (such Base Indenture, as amended or modified, is herein called the "Base Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Base Indenture), and (ii) a Series 2002-2 Indenture Supplement dated as of December 16, 2002 (the "Series 2002-2 Indenture Supplement") between the Issuer and the Indenture Trustee. The Base Indenture and the Series 2002-2 Supplement are referred to herein as the "Indenture". The Class A-1 Investor Notes are subject to all terms of the Indenture. All terms used in this Class A-1 Investor Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Class A-1 Investor Notes are and will be equally and ratably secured by the Series 2002-2 Collateral pledged as security therefor as provided in the Indenture and the Series 2002-2 Indenture Supplement.

Principal of the Class A-1 Investor Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing January 7, 2003.

The entire unpaid principal amount of this Class A-1 Investor Note shall be due and payable on the Class A-1 Final Maturity Date. Notwithstanding the foregoing, principal on the Class A-1 Investor Notes will be paid earlier during the Series 2002-2 Amortization Period as described in the Indenture. All principal payments on the Class A-1 Investor Notes shall be made pro rata to the Class A-1 Investor Noteholders entitled thereto.

The Issuer will have the option to prepay the Series 2002-2 Investor Notes, in whole but not in part, on any Payment Date after the Payment Date in April 2004. The prepayment price for the Series 2002-2 Investor Notes will be equal to the amount set forth in the Indenture.

Interest will accrue on this Class A-1 Investor Notes for each Series 2002-2 Interest Period at a rate equal to (i) with respect to the initial Series 2002-2 Interest Period, 1.72% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-2 Interest Period plus 0.30% per annum (the "Class A-1 Note Rate"). "One-Month LIBOR" means, for each Series 2002-2 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such 2002-2 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-2 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2002-2 Interest Period.

A-4

All interest payments on the Class A-1 Investor Notes shall be made pro rata to the Class A-1 Investor Noteholders and the Class A-2 Investor Noteholders based on the aggregate amounts of interest payable thereon. The Issuer shall pay interest on overdue installments of interest at the Class A-1 Note Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-1 Investor Note may be registered on the Note Register upon surrender of this Class A-1 Investor Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1 Investor Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Investor Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

By acquiring a Class A-1 Investor Note or an interest therein, each Class A-1 Investor Noteholder and each Class A-1 Investor Note Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Securitization, it will not institute against, or join any other Person in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any general partner or single member of any Special Purpose Entity that is a partnership or limited liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.

Each Class A-1 Investor Noteholder, by acceptance of a Class A-1 Investor Note or, in the case of a Class A-1 Investor Note Owner, a beneficial interest in a Class A-1 Investor Note, hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this paragraph as defined in the Origination Trust Agreement), any other SUBI Portfolio (used in this paragraph as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to maintain any action against or recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in

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Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Each Class A-1 Investor Noteholder or Class A-1 Investor Note Owner, by acceptance of a Class A-1 Investor Note or, in the case of a Class A-1 Investor Note Owner, a beneficial interest in a Class A-1 Investor Note, covenants and agrees that by accepting the benefits of the Indenture that such Class A-1 Investor Noteholder or Class A-1 Investor Note Owner will not institute against, or join with any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law.

It is the intent of the Issuer, each Class A-1 Investor Noteholder and each Class A-1 Investor Note Owner that, for Federal, state and local income and franchise tax purposes only, the Class A-1 Investor Notes will evidence indebtedness of the Issuer secured by the Series 2002-2 Collateral. Each Class A-1 Investor Noteholder and each Class A-1 Investor Note Owner, by the acceptance of this Class A-1 Investor Note, agrees to treat this Class A-1 Investor Note for purposes of Federal, state and local income and franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Series 2002-2 Investor Notes under the Indenture at any time by the Issuer with the consent of the Holders of a Majority in Interest of the Series 2002-2 Investor Notes affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 2002-2 Investor Notes representing specified percentages of the aggregate outstanding amount of the Series 2002-2 Investor Notes, on behalf of the Holders of all the Series 2002-2 Investor Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Investor Note (or any one or more predecessor Class A-1 Investor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Investor Note and of any Class A-1 Investor Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Investor Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2002-2 Investor Notes issued thereunder.

The term "Issuer" as used in this Class A-1 Investor Note includes any successor to the Issuer under the Indenture.

The Class A-1 Investor Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Class A-1 Investor Note and the Indenture shall be governed by, and construed in accordance with, the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law.

No reference herein to the Indenture and no provision of this Class A-1 Investor Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class A-1 Investor Note at the times, place and rate, and in the coin or currency herein prescribed.

Interests in this Global Note may be exchanged for Definitive Notes, subject to the provisions of the Indenture.

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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 A-1 Investor Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                              , attorney, to transfer said Class A-1 Investor Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated:	By:	(1)
		Signature Guaranteed:

⁽¹⁾

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 A-1 Investor Note, without alteration, enlargement or any change whatsoever.

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EXHIBIT A-2
TO SERIES 2002-2
INDENTURE SUPPLEMENT

FORM OF GLOBAL CLASS A-2 INVESTOR NOTE

REGISTERED $245,000,000
No. R-001

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP (CINS) NO. 165182AD8
ISIN NO. US165182AD89

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"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS CLASS A-2 INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-2 INVESTOR NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CHESAPEAKE FUNDING LLC

SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
CLASS A-2

CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Two Hundred Forty Five Million Dollars, which amount shall be payable in the amounts and at the times set forth in the Indenture described herein, provided, however, that the entire unpaid principal amount of this Class A-2 Investor Note shall be due on the Class A-2 Final Maturity Date. However, principal with respect to the Class A-2 Investor Notes may be paid earlier under certain limited circumstances described in the Indenture. The Issuer will pay interest on this Class A-2 Note for each Series 2002-2 Interest Period, in accordance with the terms of the Indenture at the Class A-2

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Note Rate for such Interest Period. Each "Series 2002-2 Interest Period" will be a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2002-2 Interest Period shall commence on and include the Series 2002-2 Closing Date and end on and include January 6, 2003. Such principal of and interest on this Class A-2 Investor Note shall be paid in the manner specified on the reverse hereof and in the Indenture.

The principal of and interest on this Class A-2 Investor Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class A-2 Investor Note shall be applied as provided in the Indenture. This Class A-2 Investor Note does not represent an interest in, or an obligation of, PHH Vehicle Management Services LLC ("VMS") or any affiliate of VMS other than the Issuer.

Reference is made to the further provisions of this Class A-2 Investor Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class A-2 Investor Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Class A-2 Investor Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture may be requested from the Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank, 4 New York Plaza, 6^th Floor, New York, New York, 10004, Attention: Institutional Trust Services. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class A-2 Investor Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: December 16, 2002
	CHESAPEAKE FUNDING LLC
	By:	Name: Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2 Investor Notes issued under the within-mentioned Indenture.

JPMORGAN CHASE BANK, AS INDENTURE TRUSTEE
By:	Authorized Signatory

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[REVERSE OF CLASS A-2 INVESTOR NOTE]

This Class A-2 Investor Note is one of a duly authorized issue of Class A-2 Investor Notes of the Issuer designated its Series 2002-2 Floating Rate Asset Backed Investor Notes, Class A-2 (herein called the "Class A-2 Investor Notes"), all issued under (i) a Base Indenture dated as of June 30, 1999 (such Base Indenture, as amended or modified, is herein called the "Base Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Base Indenture), and (ii) a Series 2002-2 Indenture Supplement dated as of December 16, 2002 (the "Series 2002-2 Indenture Supplement") between the Issuer and the Indenture Trustee. The Base Indenture and the Series 2002-2 Supplement are referred to herein as the "Indenture". The Class A-2 Investor Notes are subject to all terms of the Indenture. All terms used in this Class A-2 Investor Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Class A-2 Investor Notes are and will be equally and ratably secured by the Series 2002-2 Collateral pledged as security therefor as provided in the Indenture and the Series 2002-2 Indenture Supplement.

Principal of the Class A-2 Investor Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing January 7, 2003.

The entire unpaid principal amount of this Series 2002-2 Investor Note shall be due and payable on the Class A-2 Final Maturity Date. Notwithstanding the foregoing, principal on the Class A-2 Investor Notes will be paid earlier during the Series 2002-2 Amortization Period as described in the Indenture. All principal payments on the Class A-2 Investor Notes shall be made pro rata to the Class A-2 Investor Noteholders entitled thereto.

The Issuer will have the option to prepay the Series 2002-2 Investor Notes, in whole but not in part, on any Payment Date after the Payment Date in April 2004. The prepayment price for the Series 2002-2 Investor Notes will be equal to the amount set forth in the Indenture.

Interest will accrue on this Class A-2 Investor Notes for each Series 2002-2 Interest Period at a rate equal to (i) with respect to the initial Series 2002-2 Interest Period, 1.83% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-2 Interest Period plus 0.41% per annum (the "Class A-2 Note Rate"). "One-Month LIBOR" means, for each Series 2002-2 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such 2002-2 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-2 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2002-2 Interest Period.

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All interest payments on the Class A-2 Investor Notes shall be made pro rata to the Class A-2 Investor Noteholders and the Class A-1 Investor Noteholders based on the aggregate amounts of interest payable thereon. The Issuer shall pay interest on overdue installments of interest at the Class A-2 Note Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-2 Investor Note may be registered on the Note Register upon surrender of this Class A-2 Investor Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-2 Investor Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-2 Investor Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

By acquiring a Class A-2 Investor Note or an interest therein, each Class A-2 Investor Noteholder and each Class A-2 Investor Note Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Securitization, it will not institute against, or join any other Person in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any general partner or single member of any Special Purpose Entity that is a partnership or limited liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.

Each Class A-2 Investor Noteholder, by acceptance of a Class A-2 Investor Note or, in the case of a Class A-2 Investor Note Owner, a beneficial interest in a Class A-2 Investor Note, hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this paragraph as defined in the Origination Trust Agreement), any other SUBI Portfolio (used in this paragraph as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to maintain any action against or recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in

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Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Each Class A-2 Investor Noteholder or Class A-2 Investor Note Owner, by acceptance of a Class A-2 Investor Note or, in the case of a Class A-2 Investor Note Owner, a beneficial interest in a Class A-2 Investor Note, covenants and agrees that by accepting the benefits of the Indenture that such Class A-2 Investor Noteholder or Class A-2 Investor Note Owner will not institute against, or join with any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law.

It is the intent of the Issuer, each Class A-2 Investor Noteholder and each Class A-2 Investor Note Owner that, for Federal, state and local income and franchise tax purposes only, the Class A-2 Investor Notes will evidence indebtedness of the Issuer secured by the Series 2002-2 Collateral. Each Class A-2 Investor Noteholder and each Class A-2 Investor Note Owner, by the acceptance of this Class A-2 Investor Note, agrees to treat this Class A-2 Investor Note for purposes of Federal, state and local income and franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Series 2002-2 Investor Notes under the Indenture at any time by the Issuer with the consent of the Holders of a Majority in Interest of the Series 2002-2 Investor Notes affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 2002-2 Investor Notes representing specified percentages of the aggregate outstanding amount of the Series 2002-2 Investor Notes, on behalf of the Holders of all the Series 2002-2 Investor Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-2 Investor Note (or any one or more predecessor Class A-2 Investor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-2 Investor Note and of any Class A-2 Investor Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-2 Investor Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2002-2 Investor Notes issued thereunder.

The term "Issuer" as used in this Class A-2 Investor Note includes any successor to the Issuer under the Indenture.

The Class A-2 Investor Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Class A-2 Investor Note and the Indenture shall be governed by, and construed in accordance with, the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law.

No reference herein to the Indenture and no provision of this Class A-2 Investor Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class A-2 Investor Note at the times, place and rate, and in the coin or currency herein prescribed.

Interests in this Global Note may be exchanged for Definitive Notes, subject to the provisions of the Indenture.

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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 A-2 Investor Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                              , attorney, to transfer said Class A-2 Investor Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated:	By:	(2)
		Signature Guaranteed:

⁽²⁾

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 A-1 Investor Note, without alteration, enlargement or any change whatsoever.

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EXHIBIT A-3
TO SERIES 2002-2
INDENTURE SUPPLEMENT

FORM OF GLOBAL CLASS B INVESTOR NOTE

REGISTERED $44,900,000
No. R-001

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP (CINS) NO. 165182AE6
ISIN NO. US165182AE62

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"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS CLASS B INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B INVESTOR NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CHESAPEAKE FUNDING LLC

SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
CLASS B

CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Forty Four Million Nine Hundred Thousand Dollars, which amount shall be payable in the amounts and at the times set forth in the Indenture described herein, provided, however, that the entire unpaid principal amount of this Class B Investor Note shall be due on the Class B Final Maturity Date. However, principal with respect to the Class B Investor Notes may be paid earlier under certain limited circumstances described in the Indenture. The Issuer will pay interest on this Class B Note for each Series 2002-2 Interest Period, in accordance with the terms of the Indenture at

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the Class B Note Rate for such Interest Period. Each "Series 2002-2 Interest Period" will be a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2002-2 Interest Period shall commence on and include the Series 2002-2 Closing Date and end on and include January 6, 2003. Such principal of and interest on this Class B Investor Note shall be paid in the manner specified on the reverse hereof and in the Indenture.

The principal of and interest on this Class B Investor Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class B Investor Note shall be applied as provided in the Indenture. This Class B Investor Note does not represent an interest in, or an obligation of, PHH Vehicle Management Services LLC ("VMS") or any affiliate of VMS other than the Issuer.

Reference is made to the further provisions of this Class B Investor Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class B Investor Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Class B Investor Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture may be requested from the Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank, 4 New York Plaza, 6^th Floor, New York, New York, 10004, Attention: Institutional Trust Services. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class B Investor Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: December 16, 2002
	CHESAPEAKE FUNDING LLC
	By:	Name: Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Investor Notes issued under the within-mentioned Indenture.

JPMORGAN CHASE BANK, AS INDENTURE TRUSTEE
By:	Authorized Signatory

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[REVERSE OF CLASS B INVESTOR NOTE]

This Class B Investor Note is one of a duly authorized issue of Class B Investor Notes of the Issuer designated its Series 2002-2 Floating Rate Asset Backed Investor Notes, Class B (herein called the "Class B Investor Notes"), all issued under (i) a Base Indenture dated as of June 30, 1999 (such Base Indenture, as amended or modified, is herein called the "Base Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Base Indenture), and (ii) a Series 2002-2 Indenture Supplement dated as of December 16, 2002 (the "Series 2002-2 Indenture Supplement") between the Issuer and the Indenture Trustee. The Base Indenture and the Series 2002-2 Supplement are referred to herein as the "Indenture". The Class B Investor Notes are subject to all terms of the Indenture. All terms used in this Class B Investor Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Class B Investor Notes are and will be equally and ratably secured by the Series 2002-2 Collateral pledged as security therefor as provided in the Indenture and the Series 2002-2 Indenture Supplement. Payment of interest on, and principal of, the Class B Investor Notes is subordinated to the payment of interest on, and principal of, the Class A-1 Investor Notes and the Class A-2 Investor Notes as provided in the Series 2002-2 Indenture Supplement.

Principal of the Class B Investor Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing January 7, 2003.

The entire unpaid principal amount of this Series 2002-2 Investor Note shall be due and payable on the Class B Final Maturity Date. Notwithstanding the foregoing, principal on the Class B Investor Notes will be paid earlier during the Series 2002-2 Amortization Period as described in the Indenture. All principal payments on the Class B Investor Notes shall be made pro rata to the Class B Investor Noteholders entitled thereto.

The Issuer will have the option to prepay the Series 2002-2 Investor Notes, in whole but not in part, on any Payment Date after the Payment Date in April 2004. The prepayment price for the Series 2002-2 Investor Notes will be equal to the amount set forth in the Indenture.

Interest will accrue on this Class B Investor Notes for each Series 2002-2 Interest Period at a rate equal to (i) with respect to the initial Series 2002-2 Interest Period, 2.97% per annum and (ii) with respect to each Series 2002-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-2 Interest Period plus 1.55% per annum (the "Class B Note Rate"). "One-Month LIBOR" means, for each Series 2002-2 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such 2002-2 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-2 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided,

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finally, that if no such quotes are provided, "One-Month LIBOR" for such Series 2002-2 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2002-2 Interest Period.

All interest payments on the Class B Investor Notes shall be made pro rata to the Class B Investor Noteholders based on the amounts of interest payable thereon. The Issuer shall pay interest on overdue installments of interest at the Class B Note Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class B Investor Note may be registered on the Note Register upon surrender of this Class B Investor Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class B Investor Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class B Investor Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

By acquiring a Class B Investor Note or an interest therein, each Class B Investor Noteholder and each Class B Investor Note Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Securitization, it will not institute against, or join any other Person in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any general partner or single member of any Special Purpose Entity that is a partnership or limited liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.

Each Class B Investor Noteholder, by acceptance of a Class B Investor Note or, in the case of a Class B Investor Note Owner, a beneficial interest in a Class B Investor Note, hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this paragraph as defined in the Origination Trust Agreement), any other SUBI Portfolio (used in this paragraph as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to maintain any action against or recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security

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interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Each Class B Investor Noteholder or Class B Investor Note Owner, by acceptance of a Class B Investor Note or, in the case of a Class B Investor Note Owner, a beneficial interest in a Class B Investor Note, covenants and agrees that by accepting the benefits of the Indenture that such Class B Investor Noteholder or Class B Investor Note Owner will not institute against, or join with any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law.

It is the intent of the Issuer, each Class B Investor Noteholder and each Class B Investor Note Owner that, for Federal, state and local income and franchise tax purposes only, the Class B Investor Notes will evidence indebtedness of the Issuer secured by the Series 2002-2 Collateral. Each Class B Investor Noteholder and each Class B Investor Note Owner, by the acceptance of this Class B Investor Note, agrees to treat this Class B Investor Note for purposes of Federal, state and local income and franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Series 2002-2 Investor Notes under the Indenture at any time by the Issuer with the consent of the Holders of a Majority in Interest of the Series 2002-2 Investor Notes affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 2002-2 Investor Notes representing specified percentages of the aggregate outstanding amount of the Series 2002-2 Investor Notes, on behalf of the Holders of all the Series 2002-2 Investor Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class B Investor Note (or any one or more predecessor Class B Investor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class B Investor Note and of any Class B Investor Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class B Investor Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2002-2 Investor Notes issued thereunder.

The term "Issuer" as used in this Class B Investor Note includes any successor to the Issuer under the Indenture.

The Class B Investor Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Class B Investor Note and the Indenture shall be governed by, and construed in accordance with, the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law.

No reference herein to the Indenture and no provision of this Class B Investor Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class B Investor Note at the times, place and rate, and in the coin or currency herein prescribed.

Interests in this Global Note may be exchanged for Definitive Notes, subject to the provisions of the Indenture.

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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 A-1 Investor Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                              , attorney, to transfer said Class A-1 Investor Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated:	By:	(3)
		Signature Guaranteed:

⁽³⁾

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 A-1 Investor Note, without alteration, enlargement or any change whatsoever.

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Table of Contents
PRELIMINARY STATEMENT
DESIGNATION
ARTICLE I DEFINITIONS
ARTICLE II ARTICLE 5 OF THE BASE INDENTURE
ARTICLE III AMORTIZATION EVENTS
ARTICLE IV OPTIONAL PREPAYMENT
ARTICLE V SERVICING AND ADMINISTRATOR FEES
ARTICLE VI FORM OF SERIES 2002-2 NOTES
ARTICLE VII INFORMATION
ARTICLE VIII MISCELLANEOUS
FORM OF GLOBAL CLASS A-1 INVESTOR NOTE
SEE REVERSE FOR CERTAIN CONDITIONS
CHESAPEAKE FUNDING LLC
SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES, CLASS A-1
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
[REVERSE OF CLASS A-1 INVESTOR NOTE]
ASSIGNMENT
FORM OF GLOBAL CLASS A-2 INVESTOR NOTE
SEE REVERSE FOR CERTAIN CONDITIONS
CHESAPEAKE FUNDING LLC
SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES, CLASS A-2
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
[REVERSE OF CLASS A-2 INVESTOR NOTE]
ASSIGNMENT
FORM OF GLOBAL CLASS B INVESTOR NOTE
SEE REVERSE FOR CERTAIN CONDITIONS
CHESAPEAKE FUNDING LLC
SERIES 2002-2 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES, CLASS B
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
[REVERSE OF CLASS B INVESTOR NOTE]
ASSIGNMENT

EX-4.5

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Exhibit 4.5

CHESAPEAKE FUNDING LLC,
as Issuer

and

JPMORGAN CHASE BANK,
as Indenture Trustee

SERIES 2002-1 INDENTURE SUPPLEMENT

dated as of June 10, 2002

to

BASE INDENTURE

dated as of June 30, 1999

$650,000,000
of
Floating Rate Callable Asset-Backed Investor Notes

Table of Contents

		Page
PRELIMINARY STATEMENT		1
DESIGNATION		1
ARTICLE I DEFINITIONS		1
ARTICLE II ARTICLE 5 OF THE BASE INDENTURE		10
	Section 5A.1 Establishment of Series 2002-1 Subaccounts.	10
	Section 5A.2 Allocations with Respect to the Series 2002-1 Investor Notes.	11
	Section 5A.3 Determination of Interest.	12
	Section 5A.4 Monthly Application of Collections.	13
	Section 5A.5 Payment of Monthly Interest Payment.	15
	Section 5A.6 Payment of Principal.	15
	Section 5A.7 The Administrator's Failure to Instruct the Indenture Trustee to Make a Deposit or Payment.	16
	Section 5A.8 Series 2002-1 Reserve Account.	16
	Section 5A.9 Series 2002-1 Yield Supplement Account.	17
	Section 5A.10 Series 2002-1 Distribution Account.	19
	Section 5A.11 Lease Rate Caps.	19
ARTICLE III AMORTIZATION EVENTS		21
ARTICLE IV OPTIONAL PREPAYMENT		22
ARTICLE V SERVICING AND ADMINISTRATOR FEES		22
	Section 5.1 Servicing Fees	22
	Section 5.2 Administrator Fee	23
ARTICLE VI FORM OF SERIES 2002-1 NOTES		23
	Section 6.1 Initial Issuance of Series 2002-1 Investor Notes.	23
	Section 6.2 Global Notes.	23
	Section 6.3 Definitive Notes	23
ARTICLE VII INFORMATION		24
ARTICLE VIII MISCELLANEOUS		24
	Section 8.1 Ratification of Indenture	24
	Section 8.2 Obligations Unaffected	24
	Section 8.3 Governing Law	24
	Section 8.4 Further Assurances	24
	Section 8.5 Exhibits	24
	Section 8.6 No Waiver; Cumulative Remedies	24
	Section 8.7 Amendments	24
	Section 8.8 Severability	25
	Section 8.9 Counterparts	25
	Section 8.10 No Bankruptcy Petition	25
	Section 8.11 SUBIs	25
	Section 8.12 Notice to Rating Agencies	26
	Section 8.13 Conflict of Instructions	26

EXHIBITS
Exhibit A-1:	Form of Class A-1 Note
Exhibit A-2:	Form of Class A-2 Note

i

SERIES 2002-1 SUPPLEMENT, dated as of June 10, 2002 (as amended, supplemented, restated or otherwise modified from time to time, this "Indenture Supplement") between CHESAPEAKE FUNDING LLC (formerly known as Greyhound Funding LLC), a special purpose limited liability company established under the laws of Delaware (the "Issuer"), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) ("JPMorgan Chase"), a New York banking corporation, in its capacity as Indenture Trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the "Indenture Trustee"), to the Base Indenture, dated as of June 30, 1999, between the Issuer and the Indenture Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Indenture Supplements creating new Series of Investor Notes, the "Base Indenture").

PRELIMINARY STATEMENT

WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that the Issuer and the Indenture Trustee may at any time and from time to time enter into a Indenture Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Investor Notes.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Investor Notes to be issued pursuant to the Base Indenture and this Indenture Supplement and such Series of Investor Notes shall be designated generally as Series 2002-1 Floating Rate Callable Asset Backed Investor Notes.

The Series 2002-1 Investor Notes shall be issued in two classes: one of which shall be designated as Series 2002-1 Floating Rate Callable Asset Backed Investor Notes, Class A-1, and referred to herein as the Class A-1 Investor Notes and the other of which shall be designated as the Series 2002-1 Floating Rate Callable Asset Backed Investor Notes, Class A-2, and referred to herein as the Class A-2 Investor Notes. The Class A-1 Investor Notes and the Class A-2 Investor Notes are referred to herein collectively as the "Series 2002-1 Investor Notes." The Series 2002-1 Investor Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Series 2002-1 Investor Notes (as defined herein) shall be deposited in the Series 2002-1 Collection Subaccount and shall be used by the Issuer to fund the maintenance of the SUBI Certificates under the Transfer Agreement and/or to reduce the Invested Amounts of other Series of Investor Notes.

ARTICLE I

DEFINITIONS

        (a)  All capitalized terms not otherwise defined herein are defined in the Definitions List attached to the Base Indenture as Schedule 1 thereto. All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2002-1 Investor Notes and not to any other Series of Investor Notes issued by the Issuer.

        (b)  The following words and phrases shall have the following meanings with respect to the Series 2002-1 Investor Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

"Amortization Event" is defined in Article 3.

"Assumed Lease Term" means, with respect to any Series 2002-1 Yield Shortfall Lease, the number of months over which the Capitalized Cost of the related Leased Vehicle is being depreciated thereunder.

"Authorized Newspaper" means a daily newspaper published in the English language of general circulation in Luxembourg (or if publication is not practical in Luxembourg, in Europe).

"Avis" means Avis Group Holdings, Inc. and its successors and assigns.

"Calculation Agent" means JPMorgan Chase Bank, in its capacity as calculation agent with respect to the Series 2002-1 Note Rates.

"Cendant" means Cendant Corporation and its successors and assigns.

"Class A-1 Final Maturity Date" means the June 2007 Payment Date.

"Class A-1 Initial Invested Amount" means the aggregate initial principal amount of the Class A-1 Investor Notes, which is $295,000,000.

"Class A-1 Interest Shortfall Amount" is defined in Section 5A.3(c).

"Class A-1 Invested Amount" means as of any date of determination, an amount equal to (a) the Class A-1 Initial Invested Amount minus (b) the amount of principal payments made to Class A-1 Investor Noteholders on or prior to such date.

"Class A-1 Investor Noteholder" means the Person in whose name a Class A-1 Investor Note is registered in the Note Register.

"Class A-1 Investor Notes" means any one of the Series 2002-1 Floating Rate Callable Asset Backed Investor Notes, Class A-1, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1. Definitive Class A-1 Investor Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

"Class A-1 Monthly Interest" means, with respect to any Series 2002-1 Interest Period, an amount equal to the product of (i) the Class A-1 Note Rate for such Series 2002-1 Interest Period, (ii) the Class A-1 Invested Amount on the first day of such Series 2002-1 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2002-1 Interest Period, the Class A-1 Initial Invested Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2002-1 Interest Period and the denominator of which is 360.

"Class A-1 Note Rate" means, (i) with respect to the initial Series 2002-1 Interest Period, 2.04% per annum and (ii) with respect to each Series 2002-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-1 Interest Period plus 0.20% per annum.

"Class A-2 Final Maturity Date" means the June 2014 Payment Date.

"Class A-2 Initial Invested Amount" means the aggregate initial principal amount of the Class A-2 Investor Notes, which is $355,000,000.

"Class A-2 Interest Shortfall Amount" is defined in Section 5A.3(c).

"Class A-2 Invested Amount" means, as of any date of determination, an amount equal to (a) the Class A-2 Initial Invested Amount minus (b) the amount of principal payments made to Class A-2 Investor Noteholders on or prior to such date.

"Class A-2 Investor Noteholder" means the Person in whose name a Class A-2 Investor Note is registered in the Note Register.

"Class A-2 Investor Notes" means any one of the Series 2002-1 Floating Rate Asset Backed Callable Investor Notes, Class A-2, executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-2. Definitive Class A-2 Investor Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.11 of the Base Indenture.

2

"Class A-2 Monthly Interest" means, with respect to any Series 2002-1 Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate for such Series 2002-1 Interest Period, (ii) the Class A-2 Invested Amount on the first day of such Series 2002-1 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2002-1 Interest Period, the Class A-2 Initial Invested Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2002-1 Interest Period and the denominator of which is 360.

"Class A-2 Note Rate" means, (i) with respect to the initial Series 2002-1 Interest Period, 2.11% per annum and (ii) with respect to each Series 2002-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-1 Interest Period plus 0.27% per annum.

"Deficiency" is defined in Section 5A.4(b)(i).

"Dividend Amount" means, with respect to any Payment Date, the aggregate amount of dividends payable to the Series 2002-1 Preferred Members in respect of their Series 2002-1 Preferred Membership Interests pursuant to the LLC Agreement.

"Dollar", "US$" and "$" means lawful currency of the United States.

"DTC" means The Depository Trust Company or its successor, as the Clearing Agency for the Series 2002-1 Investor Notes.

"Final Maturity Date" means the Class A-1 Final Maturity Date or the Class A-2 Final Maturity Date.

"Indenture Supplement" has the meaning set forth in the preamble.

"Interest Shortfall" is defined in Section 5A.3(c).

"LIBOR Determination Date" means, with respect to any Series 2002-1 Interest Period, the second London Business Day next preceding the first day of such Series 2002-1 Interest Period.

"London Business Day" means any day on which dealings in deposits in Dollars are transacted in the London interbank market and banking institutions in London are not authorized or obligated by law or regulation to close.

"Monthly Interest Payment" is defined in Section 5A.4(c)(v).

"One-Month LIBOR" means, for each Series 2002-1 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such 2002-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such Series 2002-1 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-1 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, "One-Month LIBOR" for such Series 2002-1 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2002-1 Interest Period.

"Outstanding" means, with respect to the Series 2002-1 Investor Notes, all Series 2002-1 Investor Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2002-1 Investor Notes

3

theretofore canceled or delivered to the Transfer Agent and Registrar for cancellation, (b) Series 2002-1 Investor Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2002-1 Distribution Account and are available for payment of such Series 2002-1 Investor Notes, and Series 2002-1 Investor Notes which are considered paid pursuant to Section 11.1 of the Base Indenture, or (c) Series 2002-1 Investor Notes in exchange for or in lieu of other Series 2002-1 Investor Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Series 2002-1 Investor Notes are held by a purchaser for value.

"Payment Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing July 8, 2002.

"PHH" means PHH Corporation and its successors and assigns.

"Prepayment Date" is defined in Article 4.

"Rating Agencies" means, with respect to the Series 2002-1 Investor Notes, Standard & Poor's, Moody's and any other nationally recognized rating agency rating the Series 2002-1 Investor Notes at the request of the Issuer.

"Rating Agency Condition" means, with respect to any action specified herein as requiring satisfaction of the Rating Agency Condition, that each Rating Agency shall have been given 10 days' (or such shorter period as shall be acceptable to each Rating Agency) prior notice thereof and that each of the Rating Agencies shall have notified the Issuer and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating of the Series 2002-1 Investor Notes or of any Series 2002-1 Preferred Membership Interests.

"Record Date" means, with respect to each Payment Date, the last day of the immediately preceding calendar month.

"Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent.

"Series 2002-1" means Series 2002-1, the Principal Terms of which are set forth in this Indenture Supplement.

"Series 2002-1 Administrator Fee" is defined in Section 5.2.

"Series 2002-1 Allocated Adjusted Aggregate Unit Balance" means, as of any date of determination, the product of (a) the Adjusted Aggregate Unit Balance and (b) the percentage equivalent of a fraction the numerator of which is the Series 2002-1 Required Asset Amount as of such date and the denominator of which is the sum of (x) the Series 2002-1 Required Asset Amount and (y) the aggregate Required Asset Amounts with respect to each other Series of Investor Notes as of such date, including all Series of Investor Notes that have been paid in full but as to which the Amortization Period shall have not ended.

"Series 2002-1 Allocated Asset Amount Deficiency" means, as of any date of determination, the amount, if any, by which the Series 2002-1 Allocated Adjusted Aggregate Unit Balance is less than the Series 2002-1 Required Asset Amount as of such date.

"Series 2002-1 Amortization Period" means the period beginning at the earlier of (a) the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2002-1 Investor Notes and (b) the close of business on the Period End Date in November 2003 and ending on the date when (i) the Series 2002-1 Investor Notes are fully paid, (ii) all dividends accrued and accumulated on the Series 2002-1 Preferred Membership Interests shall have been declared and paid in full, (iii) the Series 2002-1 Preferred Membership Interests shall have been redeemed in accordance with their terms and (iv) all amounts owing in respect of the Series 2002-1

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Preferred Membership Interests under the Series 2002-1 Preferred Membership Interest Purchase Agreement shall have been paid in full by the Issuer.

"Series 2002-1 Available Excess Collections Amount" means, on any Business Day during the period commencing on a Period End Date to but excluding the next succeeding Settlement Date, an amount equal to the excess, if any, of (a) the amount deposited in the Series 2002-1 General Collection Subaccount during the immediately preceding Monthly Period pursuant to Section 5A.2(a) over (b) the sum of (i) the amounts to be distributed from the Series 2002-1 Settlement Collection Subaccount pursuant to paragraphs (i) through (xii) of Section 5A.4(c) on such Settlement Date, and (ii) any amounts owing in respect of the Series 2002-1 Preferred Membership Interests under the Series 2002-1 Preferred Membership Interest Purchase Agreement on such Settlement Date.

"Series 2002-1 Basic Servicing Fee" is defined in Section 5.1.

"Series 2002-1 Closing Date" means June 10, 2002.

"Series 2002-1 Collateral" means the Collateral, the Series 2002-1 Reserve Account, the Series 2002-1 Yield Supplement Account, the Series 2002-1 Distribution Account and the Series 2002-1 Lease Rate Caps.

"Series 2002-1 Collection Subaccount" is defined in Section 5A.1(a).

"Series 2002-1 Distribution Account" is defined in Section 5A.10(a).

"Series 2002-1 Eligible Counterparty" means a financial institution having on the date of any acquisition of a Lease Rate Cap short-term debt ratings of at least A-1 by Standard & Poor's and P-1 by Moody's and long-term unsecured debt ratings of at least A+ by Standard & Poor's and Aa3 by Moody's.

"Series 2002-1 Excess Fleet Receivable Amount" means, for any Settlement Date, an amount equal to the product of (a) the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period and (b) the Excess Fleet Receivable Amount for such Settlement Date.

"Series 2002-1 Gain on Sale Account Percentage" means 10%.

"Series 2002-1 Global Notes" is defined in Section 6.2.

"Series 2002-1 Hypothetical Yield Shortfall Amount" means, for any Settlement Date, an amount equal to the product of (x) the excess, if any, of the Series 2002-1 Minimum Yield Rate for such Settlement Date over the CP Rate as of the last day of the immediately preceding Monthly Period, (y) the Series 2002-1 Invested Percentage on such Settlement Date of the aggregate Lease Balance of all Floating Rate Leases as of the last day of the immediately preceding Monthly Period and (z) 2.75.

"Series 2002-1 Initial Invested Amount" means the sum of the Class A-1 Initial Invested Amount and the Class A-2 Initial Invested Amount.

"Series 2002-1 Interest Period" means a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2002-1 Interest Period shall commence on and include the Series 2002-1 Closing Date and end on and include July 7, 2002.

"Series 2002-1 Invested Amount" means, as of any date of determination, the sum of the Class A-1 Invested Amount and the Class A-2 Invested Amount as of such date.

"Series 2002-1 Invested Percentage" means, with respect to any Business Day (i) during the Series 2002-1 Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be equal to the Series 2002-1 Allocated Adjusted Aggregate Unit Balance as of the end of the immediately preceding Business Day and the denominator of which is the sum of the numerators used to determine invested percentages for allocations for all Series of Investor Notes (and all classes of such Series of Investor Notes), including all Series of Investor Notes that have been paid in full

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but as to which the Amortization Period has not ended, as of the end of such immediately preceding Business Day or (ii) during the Series 2002-1 Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be equal to the Series 2002-1 Allocated Adjusted Aggregate Unit Balance as of the end of the Series 2002-1 Revolving Period, and the denominator of which is the sum of the numerators used to determine invested percentages for allocations for all Series of Investor Notes (and all classes of such Series of Investor Notes), including all Series of Investor Notes that have been paid in full but as to which the Amortization Period has not ended, as of the end of the immediately preceding Business Day.

"Series 2002-1 Investor Noteholder" means, collectively, the Class A-1 Investor Noteholders and the Class A-2 Investor Noteholders.

"Series 2002-1 Investor Note Owner" means, with respect to a Series 2002-1 Global Note, the Person who is the beneficial owner of an interest in such Series 2002-1 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

"Series 2002-1 Investor Notes" means, collectively, the Class A-1 Investor Notes and the Class A-2 Investor Notes.

"Series 2002-1 Junior Preferred Membership Interests" means the Junior Preferred Membership Interests relating to the Series 2002-1 Investor Notes, if any, issued by the Issuer pursuant to the LLC Agreement.

"Series 2002-1 Lease Rate Cap" means one or more interest rate caps, substantially in the form of Exhibit C, from a Series 2002-1 Eligible Counterparty.

"Series 2002-1 Liquid Credit Enhancement Deficiency" means, on any date of determination, the amount by which the Series 2002-1 Reserve Account Amount is less than the Series 2002-1 Required Reserve Account Amount.

"Series 2002-1 Minimum Yield Rate" means, for any Settlement Date, a rate per annum equal to the sum of (i) the Series 2002-1 Weighted Average Cost of Funds for such Settlement Date, (ii) 0.225% and (iii) 0.48%.

"Series 2002-1 Monthly Interest" means, with respect to any Series 2002-1 Interest Period, the sum of Class A-1 Monthly Interest and Class A-2 Monthly Interest for such Series 2002-1 Interest Period.

"Series 2002-1 Monthly Residual Value Gain" means, for any Settlement Date, an amount equal to the product of (a) the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period and (b) the Monthly Residual Value Gain for such Settlement Date.

"Series 2002-1 Note Rate" means the Class A-1 Note Rate or the Class A-2 Note Rate, as the context may require.

"Series 2002-1 Note Termination Date" means the date on which the Series 2002-1 Investor Notes are fully paid.

"Series 2002-1 Preferred Member Distribution Account" means the account established in respect of the Series 2002-1 Preferred Membership Interests pursuant to the LLC Agreement.

"Series 2002-1 Preferred Members" means the registered holders of the Series 2002-1 Preferred Membership Interests.

"Series 2002-1 Preferred Membership Interest Purchase Agreement" means, collectively, one or more purchase agreements among the Issuer, one or more purchasers of the Series 2002-1 Senior Preferred Membership Interests thereunder, the funding agents of such purchasers, one or more banks or other financial institutions providing liquidity funding to such purchasers and the Administrator, as the same may from time to time be amended, supplemented or otherwise modified in accordance with its terms, and

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one or more purchase agreements relating to the Series 2002-1 Junior Preferred Membership Interests among the Issuer, one or more purchasers of the Series 2002-1 Junior Preferred Membership Interests and the Administrator, as the same may from time to time be amended, supplemented or otherwise modified in accordance with its terms.

"Series 2002-1 Preferred Membership Interests" means the Series 2002-1 Senior Preferred Membership Interests and the Series 2002-1 Junior Preferred Membership Interests, if any.

"Series 2002-1 Principal Collection Subaccount" is defined in Section 5A.1(a).

"Series 2002-1 Principal Payment Amount" means, for any Settlement Date, an amount equal to the product of (a) the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period and (b) the Principal Payment Amount for such Settlement Date.

"Series 2002-1 Required Asset Amount" means, as of any date of determination, the sum of the Series 2002-1 Invested Amount and the Series 2002-1 Required Overcollateralization Amount as of such date.

"Series 2002-1 Required Enhancement Amount" means, on any date, the Series 2002-1 Required Percentage on such date of the Series 2002-1 Initial Invested Amount plus; if the Three-Month Average Residual Value Loss Ratio with respect to the most recent Settlement Date exceeded 12.50%, an amount equal to the product of (a) the Series 2002-1 Invested Percentage as the last day of the Monthly Period immediately preceding such Settlement Date and (b) 90% of the amount by which the Aggregate Residual Value Amount exceeded the Excess Residual Value Amount, in each case, as of that date; provided, however, that, after the declaration or occurrence of an Amortization Event, the Series 2002-1 Required Enhancement Amount shall equal the Series 2002-1 Required Enhancement Amount on the date of the declaration or occurrence of such Amortization Event.

"Series 2002-1 Required Investor Noteholders" means Series 2002-1 Investor Noteholders holding more than 50% of the Series 2002-1 Invested Amount (excluding any Series 2002-1 Investor Notes held by the Issuer or any Affiliate of the Issuer).

"Series 2002-1 Required Lease Rate Cap" means one or more Series 2002-1 Lease Rate Caps having, in the aggregate, a notional amount on each Payment Date equal to the lesser of (x) the average daily Series 2002-1 Invested Percentage during the Monthly Period immediately preceding such Payment Date of the aggregate Lease Balance of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the last day of the immediately preceding Monthly Period that were not Fixed Rate Leases when initially allocated to the Lease SUBI Portfolio or on the Series 2002-1 Closing Date, plus, in the case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles and (y) the sum of the Series 2002-1 Invested Amount and the aggregate stated liquidation preference of the Series 2002-1 Preferred Membership Interests on such Payment Date and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the weighted average fixed rate of interest on such Fixed Rate Leases minus 0.65% per annum.

"Series 2002-1 Required Overcollateralization Amount" means, on any date of determination during an Accrual Period, the amount by which the Series 2002-1 Required Enhancement Amount exceeds the sum of (a) the Series 2002-1 Reserve Account Amount and (b) the amount on deposit in the Series 2002-1 Principal Collection Subaccount on such date (excluding any amounts deposited therein pursuant to Section 5A.2(d) during the Monthly Period commencing after the first day of such Accrual Period).

"Series 2002-1 Required Percentage" means, on any date of determination, 15.9425% unless:

(a)

for the most recent Settlement Date all of the following were true:



(i)

the Three Month Average Charge-Off Ratio was 0.50% or less;



(ii)

the Twelve Month Average Charge-Off Ratio was 0.25% or less;

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(iii)

the Three Month Average Residual Value Loss Ratio was 10.00% or less;



(iv)

the Twelve Month Average Residual Value Loss Ratio was 5.00% or less;



(v)

the Three Month Average Paid-In Advance Loss Ratio was 1.00% or less;



(vi)

the Twelve Month Average Paid-In Advance Loss Ratio was 0.50% or less; and



(vii)

the Three Month Average Delinquency Ratio was 4.50% or less;

in which case, the Series 2002-1 Required Percentage on such date will equal 14.9425% or

(b)

for the most recent Settlement Date any one of the following was true:



(i)

the Three Month Average Charge-Off Ratio exceeded 0.75%;



(ii)

the Twelve Month Average Charge-Off Ratio exceeded 0.50%;



(iii)

the Three Month Average Residual Value Loss Ratio exceeded 12.50%;



(iv)

the Twelve Month Average Residual Value Loss Ratio exceeded 10.00%;



(v)

the Twelve Month Average Paid-In Advance Loss Ratio exceeded 0.75%; or



(vi)

the Three Month Average Delinquency Ratio exceeded 6.00%;

in which case, the Series 2002-1 Required Percentage on such date will equal 16.9425%.

"Series 2002-1 Required Reserve Account Amount" means an amount equal to 2.2538% of the Series 2002-1 Initial Invested Amount.

"Series 2002-1 Required Yield Supplement Amount" means, on any Settlement Date, the excess, if any, of (a) the Series 2002-1 Yield Shortfall Amount for such Settlement Date over (b) 70% of the product of (x) the Series 2002-1 Invested Percentage on such Settlement Date and (y) the Class X 1999-1B Invested Amount as of such Settlement Date (after giving effect to any increase thereof on such Settlement Date); provided, however that upon the occurrence of a Receivable Purchase Termination Event, the Series 2002-1 Required Yield Supplement Amount on any Settlement Date will equal the Series 2002-1 Yield Shortfall Amount for such Settlement Date.

"Series 2002-1 Reserve Account" is defined in Section 5A.8(a).

"Series 2002-1 Reserve Account Amount" means, on any date of determination, the amount on deposit in the Series 2002-1 Reserve Account and available for withdrawal therefrom.

"Series 2002-1 Reserve Account Surplus" means, on any date of determination, the amount, if any, by which the Series 2002-1 Reserve Account Amount exceeds the Series 2002-1 Required Reserve Account Amount.

"Series 2002-1 Revolving Period" means the period from and including the Series 2002-1 Closing Date to but excluding the commencement of the Series 2002-1 Amortization Period.

"Series 2002-1 Senior Preferred Membership Interests" means each series of Senior Preferred Membership Interests relating to the Series 2002-1 Investor Notes issued by the Issuer pursuant to the LLC Agreement.

"Series 2002-1 Series Servicing Fee Percentage" is defined in Section 5.1.

"Series 2002-1 Supplemental Servicing Fee" is defined in Section 5.1.

"Series 2002-1 Settlement Collection Subaccount" is defined in Section 5A.1(a).

"Series 2002-1 Subaccounts" is defined in Section 5A.1(a).

"Series 2002-1 Weighted Average Cost of Funds" means, for any Settlement Date, the product of (a) the quotient of the sum of (i) the aggregate amount of interest payable on the Series 2002-1 Investor Notes on

8

such Settlement Date and (ii) the aggregate amount of dividends payable on the Series 2002-1 Preferred Membership Interests on such Settlement Date, divided by the sum of (i) the Series 2002-1 Invested Amount as of the first day of the immediately preceding Series 2002-1 Interest Period and (ii) the aggregate stated liquidation preference of the Series 2002-1 Preferred Membership Interests as of such day and (b) a fraction, the numerator of which is 360 and the denominator of which is the number of days in the Series 2002-1 Interest Period ending on such Settlement Date.

"Series 2002-1 Weighted Average Yield Shortfall" means, for any Settlement Date, the excess, if any, of (a) the Series 2002-1 Minimum Yield Rate for such Settlement Date over (b) the Series 2002-1 Weighted Average Yield Shortfall Lease Yield for such Settlement Date.

"Series 2002-1 Weighted Average Yield Shortfall Lease Yield" means, for any Settlement Date, the quotient of the sum of the product with respect to each Series 2002-1 Yield Shortfall Lease of (a) the actual or implicit finance charge rate applicable to such Series 2002-1 Yield Shortfall Lease and (b) the Net Book Value of the Leased Vehicle subject to such Series 2002-1 Yield Shortfall Lease as of the last day of the immediately preceding Monthly Period divided by the aggregate Net Book Value of the Leased Vehicles subject to all of the Series 2002-1 Yield Shortfall Leases as of the last day of the immediately preceding Monthly Period.

"Series 2002-1 Weighted Average Yield Shortfall Life" means, for any Settlement Date, 50% of the weighted (on the basis of Net Book Value of the related Leased Vehicle) average Assumed Lease Term of the Series 2002-1 Yield Shortfall Leases, assuming that all scheduled lease payments are made thereon when scheduled and that the Obligors thereunder do not elect to convert such Series 2002-1 Yield Shortfall Leases to Fixed Rate Leases, as of the last day of the immediately preceding Monthly Period.

"Series 2002-1 Yield Shortfall Amount" means, for any Settlement Date, (i) if the Series 2002-1 Hypothetical Yield Shortfall Amount for such Settlement Date is less than 70% of the product of the Series 2002-1 Invested Percentage and the Class X 1999-1B Invested Amount as of such Settlement Date (after giving effect to any increase thereof on such Settlement Date), an amount equal to the Series 2002-1 Hypothetical Yield Shortfall Amount and (ii) otherwise, an amount equal to the product of (x) the Series 2002-1 Weighted Average Yield Shortfall for such Settlement Date, (y) the Series 2002-1 Invested Percentage on such Settlement Date of the aggregate Lease Balance of all Series 2002-1 Yield Shortfall Leases as of the last day of the immediately preceding Monthly Period and (z) the Series 2002-1 Weighted Average Yield Shortfall Life for such Settlement Date.

"Series 2002-1 Yield Shortfall Lease" means, as of any Settlement Date, each Unit Lease that is a Floating Rate Lease with an actual or implicit finance charge rate of less than the Series 2002-1 Minimum Yield Rate as of the last day of the immediately preceding Monthly Period.

"Series 2002-1 Yield Supplement Account" is defined in Section 5A.9(a).

"Series 2002-1 Yield Supplement Account Amount" means, on any date of determination, the amount on deposit in the Series 2002-1 Yield Supplement Account and available for withdrawal therefrom.

"Series 2002-1 Yield Supplement Account Surplus" means, on any date of determination, the amount, if any, by which the Series 2002-1 Yield Supplement Account Amount exceeds the Series 2002-1 Required Yield Supplement Amount.

"Series 2002-1 Yield Supplement Deficiency" means, on any date of determination, the amount by which the Series 2002-1 Yield Supplement Account Amount is less than the Series 2002-1 Required Yield Supplement Amount.

"Telerate Page 3750" has the meaning set forth in the International Swaps Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange Definitions.

9

"Total Cash Available" means, for any Settlement Date, the excess, if any, of (a) the sum of (i) the aggregate amount of Collections allocated to the Series 2002-1 General Collection Subaccount pursuant to Section 5A.2(a) during the immediately preceding Monthly Period, (ii) an amount equal to the product of the average daily Series 2002-1 Invested Percentage during such Monthly Period and the amount of the Unit Repurchase Payments paid by the Servicer and/or SPV on such Settlement Date, (iii) an amount equal to the product of the average daily Series 2002-1 Invested Percentage during such Monthly Period and the amount of the Monthly Servicer Advance made by the Servicer on such Settlement Date, (iv) an amount equal to the product of the average daily Series 2002-1 Invested Percentage during such Monthly Period and the amount withdrawn from the Gain on Sale Account pursuant to Section 5.2(e) of the Base Indenture on the Transfer Date immediately preceding such Settlement Date and (v) the investment income on amounts on deposit in the Series 2002-1 Principal Collection Subaccount and the Series 2002-1 General Collection Subaccount transferred to the Series 2002-1 Settlement Collection Subaccount on such Settlement Date pursuant to Section 5A.1(b) over (b) the amount withdrawn from the Series 2002-1 General Collection Subaccount pursuant to Section 5A.2(f) during the period commencing on the Period End Date immediately preceding such Settlement Date to but excluding such Settlement Date.

ARTICLE II

ARTICLE 5 OF THE BASE INDENTURE

Sections 5.1 through 5.4 of the Base Indenture and each other Section of Article 5 of the Indenture relating to another Series shall read in their entirety as provided in the Base Indenture or any applicable Indenture Supplement. Article 5 of the Indenture (except for Sections 5.1 through 5.4 thereof and any portion thereof relating to another Series) shall read in its entirety as follows and shall be exclusively applicable to the Series 2002-1 Investor Notes:

Section 5A.1    Establishment of Series 2002-1 Subaccounts.

        (a)  The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders (i) a subaccount of the Collection Account (the "Series 2002-1 Collection Subaccount"); and (ii) three subaccounts of the Series 2002-1 Collection Subaccount: (1) the Series 2002-1 General Collection Subaccount, (2) the Series 2002-1 Principal Collection Subaccount and (3) the Series 2002-1 Settlement Collection Subaccount (respectively, the "Series 2002-1 General Collection Subaccount," the "Series 2002-1 Principal Collection Subaccount" and the "Series 2002-1 Settlement Collection Subaccount"); the accounts established pursuant to this Section 5A.1(a), collectively, the "Series 2002-1 Subaccounts"), each Series 2002-1 Subaccount to bear a designation indicating that the funds deposited therein are held for the benefit of the Series 2002-1 Investor Noteholders. The Indenture Trustee shall possess all right, title and interest in all moneys, instruments, securities and other property on deposit from time to time in the Series 2002-1 Subaccounts and the proceeds thereof for the benefit of the Series 2002-1 Investor Noteholders. The Series 2002-1 Subaccounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders.

        (b)  The Issuer shall instruct the institution maintaining the Collection Account in writing to invest funds on deposit in the Series 2002-1 Subaccounts at all times in Permitted Investments selected by the Issuer (by standing instructions or otherwise); provided, however, that funds on deposit in a Series 2002-1 Subaccount may be invested together with funds held in other subaccounts of the Collection Account. Amounts on deposit and available for investment in the Series 2002-1 General Collection Subaccount shall be invested by the Indenture Trustee at the written direction of the Issuer in Permitted Investments that mature, or that are payable or redeemable upon demand of the holder thereof, on or prior to the Business Day immediately preceding the next Payment Date. Amounts on deposit and available for investment in the Series 2002-1 Principal Collection Subaccount shall be invested by the Indenture Trustee at the written direction of the Issuer in Permitted Investments that mature, or that are payable or redeemable upon

10

demand of the holder thereof, (i) in the case of any such investment made during the Series 2002-1 Revolving Period, on or prior to the next Business Day and (ii) in the case of any such investment made on any day during the Series 2002-1 Amortization Period, on or prior to the Business Day immediately preceding the next Payment Date. On each Settlement Date, all interest and other investment earnings (net of losses and investment expenses) on funds deposited in the Series 2002-1 Principal Collection Subaccount and the Series 2002-1 General Collection Subaccount shall be deposited in the Series 2002-1 Settlement Collection Subaccount. The Issuer shall not direct the Indenture Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of principal of such Permitted Investment. In the absence of written direction as provided hereunder, all funds on deposit in the Collection Account shall remain uninvested.

Section 5A.2    Allocations with Respect to the Series 2002-1 Investor Notes.

        (a)  Prior to 1:00 P.M., New York City time, on each Deposit Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the Series 2002-1 Investor Noteholders and deposit in the Series 2002-1 General Collection Subaccount an amount equal to the product of the Series 2002-1 Invested Percentage on such Deposit Date and the Collections deposited into the Collection Account on such Deposit Date.

        (b)  On the Series 2002-1 Closing Date, the Indenture Trustee shall deposit $632,507,800 of the net proceeds from the sale of the Series 2002-1 Investor Notes in the Series 2002-1 Principal Collection Subaccount.

        (c)  On each Determination Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the Series 2002-1 Investor Noteholders and deposit in the Series 2002-1 Settlement Collection Subaccount on the immediately succeeding Transfer Date amounts withdrawn from the Gain on Sale Account on such Transfer Date, in an amount equal to the product of the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period and the amount withdrawn from the Gain on Sale Account pursuant to Section 5.2(e) of the Base Indenture on such Transfer Date.

        (d)  On each Determination Date, the Administrator shall direct the Indenture Trustee in writing to allocate to the Series 2002-1 Investor Noteholders and deposit in the Series 2002-1 Settlement Collection Subaccount on the immediately succeeding Settlement Date the following amounts:

        (i)    any Unit Repurchase Payments made by the Servicer and/or SPV, in an amount equal to the product of the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period and the amount of such Unit Repurchase Payments;

        (ii)  the Monthly Servicer Advance made by the Servicer, in an amount equal to the product of the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period and the amount of such Monthly Servicer Advance;

        (iii)  payments made under the Lease Rate Caps maintained by the Issuer pursuant to Sections 5A.11(a) and (b), in an amount equal to the product of the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period and the amount of such payments; and

        (iv)  all payments made to the Indenture Trustee under the Series 2002-1 Lease Rate Cap.

        (e)  During the Series 2002-1 Revolving Period, the Administrator may direct the Indenture Trustee in writing on any Business Day to withdraw amounts on deposit in the Series 2002-1 Principal Collection Subaccount for either of the following purposes:

        (i)    if such Business Day is an Additional Closing Date, to pay all or a portion of the Transferred Asset Payment due on such Additional Closing Date pursuant to the Transfer Agreement; or

        (ii)  to reduce the Invested Amount of any Series of Investor Notes.

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        (f)    Prior to the occurrence of a Potential Amortization Event or an Amortization Event, on any Business Day during the period commencing on a Period End Date to but excluding the next succeeding Settlement Date on which the Administrator is able to determine the amounts to be distributed from the Series 2002-1 Settlement Collection Subaccount pursuant to paragraphs (i) through (xii) of Section 5A.4(c) on such Settlement Date and any amounts owing in respect of the Series 2002-1 Preferred Membership Interests under the Series 2002-1 Preferred Membership Interest Purchase Agreement on such Settlement Date, the Administrator may direct the Indenture Trustee in writing to withdraw from the Series 2002-1 General Collection Subaccount and pay to the Issuer the Series 2002-1 Available Excess Collections Amount for such Business Day.

Section 5A.3    Determination of Interest.

        (a)  JPMorgan Chase is hereby appointed Calculation Agent for the purpose of determining the Series 2002-1 Note Rates for each Series 2002-1 Interest Period. On each LIBOR Determination Date, the Calculation Agent shall determine the Series 2002-1 Note Rate for each Class of Series 2002-1 Investor Notes for the next succeeding Series 2002-1 Interest Period and deliver notice of such Series 2002-1 Note Rates to the Indenture Trustee. On each LIBOR Determination Date, the Indenture Trustee shall deliver to the Administrator notice of the Series 2002-1 Note Rate for each Class of Series 2002-1 Investor Notes for the next succeeding Series 2002-1 Interest Period.

        (b)  Until the Administrator shall give the Indenture Trustee written notice that neither Class of the Series 2002-1 Investor Notes is listed on the Luxembourg Stock Exchange, the Indenture Trustee shall, or shall instruct the Calculation Agent to, cause (i) the Series 2002-1 Note Rate applicable to each Class of the Series 2002-1 Investor Notes for the next succeeding Series 2002-1 Interest Period, the number of days in such Series 2002-1 Interest Period, the Payment Date for such Series 2002-1 Interest Period and the amount of interest payable on each Class of Series 2002-1 Investor Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than the Business Day immediately following each LIBOR Determination Date and (B) published in the Authorized Newspaper as soon as possible after its determination.

        (c)  On each Determination Date, the Administrator shall determine the excess, if any (the "Interest Shortfall"), of (i) the sum of (A) the Series 2002-1 Monthly Interest for the Series 2002-1 Interest Period ending on the next succeeding Payment Date and (B) the amount of any unpaid Interest Shortfall, as of the preceding Payment Date (together with any Additional Interest on such Interest Shortfall) over (ii) the amount which will be available to pay such amount in accordance with Section 5A.4(c) on such Payment Date. If the Interest Shortfall with respect to any Payment Date is greater than zero, payments of interest to the Series 2002-1 Investor Noteholders will be reduced on a pro rata basis by the amount of the Interest Shortfall. The portion of the Interest Shortfall allocable to each Class of Series 2002-1 Investor Notes shall be referred to as the "Class A-1 Interest Shortfall Amount" and the "Class A-2 Interest Shortfall Amount", respectively. An additional amount of interest ("Additional Interest") shall accrue on the Class A-1 Interest Shortfall Amount and the Class A-2 Interest Shortfall Amount for each Series 2002-1 Interest Period at the applicable Series 2002-1 Note Rate for such Series 2002-1 Interest Period. Until the Administrator shall give the Indenture Trustee written notice that neither Class of the Series 2002-1 Investor Notes is listed on the Luxembourg Stock Exchange, the Indenture Trustee shall, or shall instruct the Calculation Agent to, notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Settlement Statement with respect to the Series 2002-1 Investor Notes, the amount of interest to be paid on any Class of the Series 2002-1 Investor Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2002-1 Interest Period by the Business Day prior to such Payment Date.

        (d)  All communications by or on behalf of the Indenture Trustee to the Luxembourg Stock Exchange pursuant to this Section 5A.3 shall be sent by facsimile to 352 2626 5155, attention: Carlo Oly.

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Section 5A.4    Monthly Application of Collections.

        (a)  On each Settlement Date, the Administrator shall direct the Indenture Trustee in writing to withdraw from the Series 2002-1 General Collection Subaccount and allocate to the Series 2002-1 Settlement Collection Subaccount an amount equal to Total Cash Available for such Settlement Date (less an amount equal to the investment income from the Series 2002-1 General Collection Subaccount and the Series 2002-1 Principal Collection Subaccount transferred to the Series 2002-1 Settlement Collection Subaccount pursuant to Section 5A.1(b)).

(b)  (i)    If the Administrator determines that the aggregate amount distributable from the Series 2002-1 Settlement Collection Subaccount pursuant to paragraphs (i) through (ix) of Section 5A.4(c) on any Payment Date exceeds the Total Cash Available for such Payment Date (the "Deficiency"), the Administrator shall notify the Indenture Trustee thereof in writing at or before 10:00 a.m., New York City time, on the Business Day immediately preceding such Payment Date, and the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York City time, on such Payment Date, withdraw from the Series 2002-1 Reserve Account and deposit in the Series 2002-1 Settlement Collection Subaccount an amount equal to the least of (x) such Deficiency, (y) the product of the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period and Aggregate Net Lease Losses for such Monthly Period and (z) the Series 2002-1 Reserve Account Amount and, to the extent that such amount is less than the Deficiency, withdraw from the Series 2002-1 Yield Supplement Account and deposit in the Series 2002-1 Settlement Collection Subaccount an amount equal to the lesser of the amount of such insufficiency and the Series 2002-1 Yield Supplement Account Amount. If the Deficiency with respect to any Payment Date exceeds the amounts to be withdrawn from the Series 2002-1 Reserve Account and the Series 2002-1 Yield Supplement Account pursuant to the immediately preceding sentence, the Administrator shall instruct the Indenture Trustee in writing at or before 10:00 a.m., New York City time, on the Business Day immediately preceding such Payment Date, and the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York City time, on such Payment Date, withdraw from the Series 2002-1 Reserve Account and deposit in the Series 2002-1 Settlement Collection Subaccount an amount equal to the lesser of (x) the remaining portion of the Deficiency and (y) the Series 2002-1 Reserve Account Amount (after giving effect to the withdrawal described in the immediately preceding sentence).

        (ii)  If the Administrator determines that (A) the amount to be deposited in the Series 2002-1 Distribution Account in accordance with Section 5A.4(c)(ix) and paid to the Class A-1 Investor Noteholders pursuant to Section 5A.6 on the Class A-1 Final Maturity Date is less than the Class A-1 Invested Amount or (B) the amount to be deposited in the Series 2002-1 Distribution Account in accordance with Section 5A.4(c)(ix) and paid to the Class A-2 Investor Noteholders pursuant to Section 5A.6 on the Class A-2 Final Maturity Date is less than the Class A-2 Invested Amount, the Administrator shall notify the Indenture Trustee thereof in writing at or before 10:00 a.m., New York City time, on the Business Day immediately preceding such Final Maturity Date, and the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York City time, on such Final Maturity Date, withdraw from the Series 2002-1 Reserve Account and deposit in the Series 2002-1 Distribution Account an amount equal to the lesser of such insufficiency and the Series 2002-1 Reserve Account Amount (after giving effect to any withdrawal therefrom pursuant to Section 5A.4(b)(i) on such Final Maturity Date). In addition, if the Series 2002-1 Reserve Account Amount is less than such insufficiency on the Class A-2 Final Maturity Date, the Administrator shall notify the Indenture Trustee thereof in writing at or before 10:00 a.m., New York City time, on the Business Day immediately preceding the Class A-2 Final Maturity Date, and the Indenture Trustee shall, in accordance with such notice, by 11:00 a.m., New York City time, on the Class A-2 Final Maturity Date, withdraw from the Series 2002-1 Yield Supplement Account and deposit in the Series 2002-1 Distribution Account an amount equal to the lesser of such remaining insufficiency and

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the Series 2002-1 Yield Supplement Account Amount (after giving effect to any withdrawal therefrom pursuant to Section 5A.4(b)(i) on the Class A-2 Final Maturity Date).

        (c)  On each Payment Date, based solely on the information contained in the Monthly Settlement Statement with respect to Series 2002-1 Investor Notes, the Indenture Trustee shall apply the following amounts allocated to, or deposited in, the Series 2002-1 Settlement Collection Subaccount on such Payment Date in the following order of priority:

        (i)    to SPV, an amount equal to the Series 2002-1 Excess Fleet Receivable Amount, if any, for such Payment Date;

        (ii)  to the Gain On Sale Account, an amount equal to the Series 2002-1 Monthly Residual Value Gain, if any, for such Payment Date;

        (iii)  to the Servicer, an amount equal to the product of the Monthly Servicer Advance Reimbursement Amount for such Payment Date and the average daily Series 2002-1 Invested Percentage during the immediately preceding Monthly Period;

        (iv)  if VMS is not the Servicer, to the Servicer, an amount equal to the Series 2002-1 Basic Servicing Fee for the Series 2002-1 Interest Period ending on such Payment Date plus, on the first Payment Date following the transfer of the servicing from VMS to a successor Servicer pursuant to Section 9.1 of the Series 1999-1 SUBI Servicing Supplement, to the extent not reimbursed by VMS, the reasonable costs and expenses of the successor Servicer incurred in connection with the transfer of the servicing, in an amount up to $250,000;

        (v)  to the Series 2002-1 Distribution Account, an amount equal to the Series 2002-1 Monthly Interest payable on such Payment Date plus the amount of any unpaid Interest Shortfall, as of the preceding Payment Date, together with any Additional Interest on such Interest Shortfall (such amount, the "Monthly Interest Payment");

        (vi)  if VMS is the Servicer, to the Servicer, an amount equal to the Series 2002-1 Basic Servicing Fee for the Series 2002-1 Interest Period ending on such Payment Date;

        (vii) to the Administrator, an amount equal to the Series 2002-1 Administrator Fee for the Series 2002-1 Interest Period ending on such Payment Date;

        (viii)other than during a Lockout Period, to the Series 2002-1 Preferred Member Distribution Account, an amount equal to the Dividend Amount for such Payment Date;

        (ix)  (A) on any Payment Date immediately succeeding a Monthly Period falling in the Series 2002-1 Revolving Period, to the Series 2002-1 Principal Collection Subaccount, an amount equal to the Series 2002-1 Allocated Asset Amount Deficiency, if any, on such Payment Date, (B) on the earlier of (x) the second Payment Date following the November 2003 Period End Date or (y) the first Payment Date following the occurrence of an Amortization Event, to the Series 2002-1 Distribution Account, an amount equal to the lesser of the Series 2002-1 Principal Payment Amount for such Payment Date and the Series 2002-1 Invested Amount on such Payment Date and (C) on any Payment Date on and after the Series 2002-1 Note Termination Date, to the Series 2002-1 Preferred Member Distribution Account, an amount equal to the Series 2002-1 Principal Payment Amount for such Payment Date (or, on the Series 2002-1 Note Termination Date, the portion thereof not deposited into the Series 2002-1 Distribution Account); provided, however that on or after the Series 2002-1 Note Termination Date during a Lockout Period, the Series 2002-1 Principal Payment Amount for such Payment Date (or, on the Series 2002-1 Note Termination Date, the portion thereof not deposited into the Series 2002-1 Distribution Account) shall be applied by the Indenture Trustee in accordance with Section 5.4(d) of the Base Indenture;

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        (x)  to the Series 2002-1 Reserve Account, to the extent that a Series 2002-1 Liquid Credit Enhancement Deficiency exists or, on any Payment Date immediately succeeding a Monthly Period falling in the Series 2002-1 Amortization Period, to the extent that a Series 2002-1 Allocated Asset Amount Deficiency exists, an amount equal to the greater of such deficiencies;

        (xi)  to the Series 2002-1 Yield Supplement Account, to the extent that a Series 2002-1 Yield Supplement Deficiency exists (or, will exist after giving effect to any reduction in the Class X 1999-1B Invested Amount on such Payment Date), an amount equal to such deficiency;

        (xii) if VMS is not the Servicer, to the Servicer, an amount equal to any Series 2002-1 Supplemental Servicing Fee for the Series 2002-1 Interest Period ending on such Payment Date; and

        (xiii)to the Series 2002-1 Preferred Member Distribution Account, an amount equal to the balance remaining in the Series 2002-1 Settlement Collection Subaccount.

Section 5A.5    Payment of Monthly Interest Payment.

On each Payment Date, based solely on the information contained in the Monthly Settlement Statement with respect to the Series 2002-1 Investor Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay to the Series 2002-1 Investor Noteholders, from the Series 2002-1 Distribution Account the Monthly Interest Payment to the extent of the amount deposited in the Series 2002-1 Distribution Account for the payment of interest pursuant to Section 5A.4(c)(v).

Section 5A.6    Payment of Principal.

        (a)  The principal amount of each Class of the Series 2002-1 Investor Notes shall be due and payable on the Final Maturity Date with respect to such Class.

        (b)  On each Payment Date on which a deposit is made to the Series 2002-1 Distribution Account pursuant to Section 5A.4(c)(ix) or an amount is deposited in the Series 2002-1 Distribution Account pursuant to Section 5A.4(b)(ii), based solely on the information contained in the Monthly Settlement Statement with respect to Series 2002-1 Investor Notes, the Indenture Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay during the Series 2002-1 Amortization Period, pro rata to each Class A-1 Investor Noteholder from the Series 2002-1 Distribution Account the amount deposited therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in order to pay the Class A-1 Invested Amount, and thereafter pro rata to each Class A-2 Investor Noteholder from the Series 2002-1 Distribution Account the amount deposited therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in order to pay the Class A-2 Invested Amount; provided however that on any Payment Date falling after the occurrence of an Amortization Event resulting from the occurrence of an Event of Default described in Section 9.1(a), (b) or (f) of the Base Indenture the Indenture Trustee shall pay pro rata to each Series 2002-1 Investor Noteholder from the Series 2002-1 Distribution Account the amounts deposited therein pursuant to Section 5A.4(c)(ix) and Section 5A.4(b)(ii) in order to pay the Class A-1 Invested Amount and the Class A-2 Invested Amount.

        (c)  The Indenture Trustee shall notify the Person in whose name a Series 2002-1 Investor Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Series 2002-1 Investor Note will be paid. Such notice shall be made at the expense of the Administrator and shall be mailed within three (3) Business Days of receipt of a Monthly Settlement Statement indicating that such final payment will be made and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2002-1 Investor Note and shall specify the place where such Series 2002-1 Investor Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Series 2002-1 Investor Notes shall be (i) transmitted by facsimile to Series 2002-1 Investor Noteholders

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holding Global Notes and (ii) sent by registered mailed to Series 2002-1 Investor Noteholders holding Definitive Notes and shall specify that such final installment will be payable only upon presentation and surrender of such Series 2002-1 Investor Note and shall specify the place where such Series 2002-1 Investor Note may be presented and surrendered for payment of such installment.

Section 5A.7    The Administrator's Failure to Instruct the Indenture Trustee to Make a Deposit or Payment.

When any payment or deposit hereunder or under any other Transaction Document is required to be made by the Indenture Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time. If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any subaccount thereof required to be given by the Administrator, at the time specified herein or in any other Transaction Document (after giving effect to applicable grace periods), the Indenture Trustee shall make such payment or deposit into or from the Collection Account or such subaccount without such notice or instruction from the Administrator; provided that the Administrator, upon request of the Indenture Trustee, promptly provides the Indenture Trustee with all information necessary to allow the Indenture Trustee to make such a payment or deposit in the event that the Indenture Trustee shall take or refrain from taking action pursuant to this Section 5A.7, the Administrator shall, by 5:00 p.m., New York City time, on any day the Indenture Trustee makes a payment or deposit based on information or direction from the Administrator, provide (i) written confirmation of any such direction and (ii) written confirmation of all information used by the Administrator in giving any such direction.

Section 5A.8    Series 2002-1 Reserve Account.

        (a)  The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders an account (the "Series 2002-1 Reserve Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-1 Investor Noteholders. The Series 2002-1 Reserve Account shall be an Eligible Deposit Account; provided that, if at any time such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining knowledge of such reduction, establish a new Series 2002-1 Reserve Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2002-1 Reserve Account, it shall transfer all cash and investments from the non-qualifying Series 2002-1 Reserve Account into the new Series 2002-1 Reserve Account. Initially, the Series 2002-1 Reserve Account will be established with JPMorgan Chase Bank.

        (b)  The Issuer may instruct the institution maintaining the Series 2002-1 Reserve Account in writing to invest funds on deposit in the Series 2002-1 Reserve Account from time to time in Permitted Investments selected by the Issuer (by standing instructions or otherwise); provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received. All such Permitted Investments will be credited to the Series 2002-1 Reserve Account and any such Permitted Investments that constitute (i) Physical Property (and that is not either a United States Security Entitlement or a Security Entitlement) shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held by the Indenture Trustee pending maturity or disposition; (ii) United States Security Entitlements or Security Entitlements shall be Controlled by the Indenture Trustee pending maturity or disposition; and (iii) Uncertificated Securities (and not United States Security Entitlements) shall be delivered to the Indenture Trustee in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee pending maturity or disposition. The Indenture Trustee shall, at the direction and expense of the Administrator, take such additional action as is required to maintain the Indenture Trustee's security interest in the Permitted Investments credited to the Series 2002-1 Reserve Account. In absence of written direction as provided hereunder, funds on deposit in the Series 2002-1 Reserve Account shall remain uninvested.

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        (c)  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2002-1 Reserve Account shall be deemed to be on deposit and available for distribution.

        (d)  If there is a Series 2002-1 Reserve Account Surplus on any Settlement Date, the Administrator may notify the Indenture Trustee thereof in writing and instruct the Indenture Trustee to withdraw from the Series 2002-1 Reserve Account and deposit in the Series 2002-1 Preferred Member Distribution Account, and the Indenture Trustee shall withdraw from the Series 2002-1 Reserve Account and deposit in the Series 2002-1 Preferred Member Distribution Account, so long as no Series 2002-1 Allocated Asset Amount Deficiency exists or would result therefrom, an amount up to the lesser of (i) such Series 2002-1 Reserve Account Surplus on such Business Day and (ii) the Series 2002-1 Reserve Account Amount on such Business Day.

        (e)  Amounts will be withdrawn from the Series 2002-1 Reserve Account in accordance with Section 5A.4(b).

        (f)    In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-1 Investor Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-1 Investor Noteholders, all of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-1 Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2002-1 Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2002-1 Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-1 Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2002-1 Reserve Account and in all proceeds thereof and shall be the only person authorized to originate entitlement orders in respect of the Series 2002-1 Reserve Account. The Indenture Trustee and the Series 2002-1 Investor Noteholders shall have no interest in any amounts withdrawn from the Series 2002-1 Reserve Account and deposited in the Series 2002-1 Preferred Member Distribution Account.

        (g)  On the first Payment Date after the Series 2002-1 Note Termination Date on which the sum of (a) the Series 2002-1 Reserve Account Amount, (b) the Series 2002-1 Yield Supplement Account Amount and (c) the amount available to be deposited in the Series 2002-1 Preferred Member Distribution Account in accordance with Section 5A.4(c)(ix) is at least equal to the aggregate stated liquidation preference of the Series 2002-1 Preferred Membership Interests and on any Payment Date thereafter, the Indenture Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Series 2002-1 Reserve Account all amounts on deposit therein for deposit in the Series 2002-1 Preferred Member Distribution Account.

Section 5A.9    Series 2002-1 Yield Supplement Account.

        (a)  The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders an account (the "Series 2002-1 Yield Supplement Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-1 Investor Noteholders. The Series 2002-1 Yield Supplement Account shall be an Eligible Deposit Account; provided that, if at any time such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining knowledge of such reduction, establish a new

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Series 2002-1 Yield Supplement Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2002-1 Yield Supplement Account, it shall transfer all cash and investments from the non-qualifying Series 2002-1 Yield Supplement Account into the new Series 2002-1 Yield Supplement Account. Initially, the Series 2002-1 Yield Supplement Account will be established with JPMorgan Chase Bank.

        (b)  The Issuer may instruct the institution maintaining the Series 2002-1 Yield Supplement Account in writing to invest funds on deposit in the Series 2002-1 Yield Supplement Account from time to time in Permitted Investments selected by the Issuer (by standing instructions or otherwise); provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received. All such Permitted Investments will be credited to the Series 2002-1 Yield Supplement Account and any such Permitted Investments that constitute (i) Physical Property (and that is not either a United States Security Entitlement or a Security Entitlement) shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held by the Indenture Trustee pending maturity or disposition; (ii) United States Security Entitlements or Security Entitlements shall be Controlled by the Indenture Trustee pending maturity or disposition; and (iii) Uncertificated Securities (and not United States Security Entitlements) shall be delivered to the Indenture Trustee in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee pending maturity or disposition. The Indenture Trustee shall, at the direction and expense of the Administrator, take such additional action as is required to maintain the Indenture Trustee's security interest in the Permitted Investments credited to the Series 2002-1 Yield Supplement Account. In absence of written direction as provided hereunder, funds on deposit in the Series 2002-1 Yield Supplement Account shall remain uninvested.

        (c)  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2002-1 Yield Supplement Account shall be deemed to be on deposit and available for distribution.

        (d)  If there is a Series 2002-1 Yield Supplement Account Surplus on any Settlement Date, the Administrator may notify the Indenture Trustee thereof in writing and request the Indenture Trustee to withdraw from the Series 2002-1 Yield Supplement Account and deposit in the Series 2002-1 Preferred Member Distribution Account, and the Indenture Trustee shall withdraw from the Series 2002-1 Yield Supplement Account and deposit in the Series 2002-1 Preferred Member Distribution Account an amount up to the lesser of (i) such Series 2002-1 Yield Supplement Account Surplus on such Business Day and (ii) the Series 2002-1 Yield Supplement Account Amount on such Business Day.

        (e)  Amounts will be withdrawn from the Series 2002-1 Yield Supplement Account in accordance with Section 5A.4(b).

        (f)    In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-1 Investor Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-1 Investor Noteholders, all of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-1 Yield Supplement Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2002-1 Yield Supplement Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2002-1 Yield Supplement Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-1 Yield Supplement Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash. The Indenture Trustee shall possess all right, title and interest in all

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funds on deposit from time to time in the Series 2002-1 Yield Supplement Account and in all proceeds thereof and shall be the only person authorized to originate entitlement orders in respect of the Series 2002-1 Yield Supplement Account. The Indenture Trustee and the Series 2002-1 Investor Noteholders shall have no interest in any amounts withdrawn from the Series 2002-1 Yield Supplement Account and deposited in the Series 2002-1 Preferred Member Distribution Account.

        (g)  On the first Payment Date after the Series 2002-1 Note Termination Date on which the sum of (a) the Series 2002-1 Reserve Account Amount, (b) the Series 2002-1 Yield Supplement Account Amount and (c) the amount available to be deposited in the Series 2002-1 Preferred Member Distribution Account in accordance with Section 5A.4(c)(ix) is at least equal to the aggregate stated liquidation preference of the Series 2002-1 Preferred Membership Interests and on any Payment Date thereafter, the Indenture Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Series 2002-1 Yield Supplement Account all amounts on deposit therein for deposit in the Series 2002-1 Preferred Member Distribution Account.

Section 5A.10    Series 2002-1 Distribution Account.

        (a)  The Indenture Trustee shall establish and maintain in the name of the Indenture Trustee for the benefit of the Series 2002-1 Investor Noteholders an account (the "Series 2002-1 Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2002-1 Investor Noteholders. The Series 2002-1 Distribution Account shall be an Eligible Deposit Account; provided that, if at any time such account is not an Eligible Deposit Account, then the Indenture Trustee shall, within 30 days of obtaining knowledge of such reduction, establish a new Series 2002-1 Distribution Account that is an Eligible Deposit Account. If the Indenture Trustee establishes a new Series 2002-1 Distribution Account, it shall transfer all cash and investments from the non-qualifying Series 2002-1 Distribution Account into the new Series 2002-1 Distribution Account. Initially, the Series 2002-1 Distribution Account will be established with JPMorgan Chase Bank.

        (b)  In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-1 Investor Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-1 Investor Noteholders, all of the Issuer's right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2002-1 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2002-1 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2002-1 Distribution Account, the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash. The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2002-1 Distribution Account and in all proceeds thereof and shall be the only person authorized to originate entitlement orders in respect of the Series 2002-1 Distribution Account.

Section 5A.11    Lease Rate Caps.

        (a)  The Issuer shall have obtained on the Series 2002-1 Closing Date and shall thereafter maintain one or more interest rate caps, each from a Series 2002-1 Eligible Counterparty, having, in the aggregate, a notional amount on the Series 2002-1 Closing Date at least equal to the aggregate Lease Balance of all Fixed Rate Leases allocated to the Lease SUBI Portfolio as of the Series 2002-1 Closing Date, plus, in the case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles and on each Payment Date thereafter at least equal to the aggregate scheduled Lease Balance of all such Fixed Rate Leases as of the last day of the Monthly Period immediately

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preceding such Payment Date, plus, in the case of all such Fixed Rate Leases that are Closed-End Leases, the aggregate Stated Residual Values of the related Leased Vehicles, and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the weighted average fixed rate of interest on such Fixed Rate Leases minus 0.65% per annum.

        (b)  On or prior to the date that any Fixed Rate Lease is allocated to the Lease SUBI Portfolio on or after the Series 2002-1 Closing Date, the Issuer shall have obtained and shall thereafter maintain an interest rate cap from a Series 2002-1 Eligible Counterparty having a notional amount equal to the initial Lease Balance of such Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and on each Payment Date thereafter at least equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last day of the Monthly Period immediately preceding such Payment Date, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the fixed rate of interest on such Fixed Rate Lease minus 0.65% per annum.

        (c)  The Issuer may obtain an interest rate cap from a Series 2002-1 Eligible Counterparty in respect of any Fixed Rate Lease allocated to the Lease SUBI Portfolio that was not a Fixed Rate Lease when initially allocated to the Lease SUBI Portfolio or on the Series 2002-1 Closing Date having a notional amount equal to the Lease Balance of such Fixed Rate Lease as of the last day of the Monthly Period immediately preceding the date as of which such Lease became a Fixed Rate Lease, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and on each Payment Date thereafter at least equal to the scheduled Lease Balance of such Fixed Rate Lease as of the last day of the Monthly Period immediately preceding such Payment Date, plus, in the case of a Closed-End Lease, the Stated Residual Value of the related Leased Vehicle and an effective strike rate based on the eurodollar rate set forth therein in effect on the dates set forth therein at the most equal to the fixed rate of interest on such Fixed Rate Lease minus 0.65% per annum. If the Issuer obtains an interest rate cap in respect of any Fixed Rate Lease satisfying the requirements of this Section 5A.11(c), it shall maintain such interest rate cap.

        (d)  The Issuer shall have obtained on the Series 2002-1 Closing Date and shall thereafter maintain the Series 2002-1 Required Lease Rate Cap.

        (e)  If the short-term credit rating of any provider of an interest rate cap required to be obtained and maintained by the Issuer pursuant to this Section 5A.11 falls below A-1 by Standard & Poor's or P-1 by Moody's or the long-term unsecured credit rating of any such provider falls below A+ by Standard & Poor's or Aa3 by Moody's, the Issuer shall obtain an equivalent interest rate cap from a Series 2002-1 Eligible Counterparty within 30 days of such decline in credit rating unless such provider provides some form of collateral for its obligations under its interest rate cap and the Rating Agency Condition is satisfied with respect to such arrangement. The Issuer will not permit any interest rate cap required to be obtained and maintained by the Issuer pursuant to this Section 5A.11 to be terminated or transferred in whole or in part unless a replacement interest rate cap therefor has been provided as described in the immediately preceding sentence and, after giving effect thereto, the Issuer has the interest rate caps required to be obtained and maintained by the Issuer pursuant to this Section 5A.11.

        (f)    In order to secure and provide for the repayment and payment of the Issuer Obligations with respect to the Series 2002-1 Investor Notes, the Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Indenture Trustee, for the benefit of the Series 2002-1 Investor Noteholders, all of the Issuer's right, title and interest in and to the Series 2002-1 Lease Rate Cap and all proceeds thereof.

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ARTICLE III

AMORTIZATION EVENTS

If any one of the following events shall occur with respect to the Series 2002-1 Investor Notes:

(a)    the Series 2002-1 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);

(b)    the Series 2002-1 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);

(c)    a Series 2002-1 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;

(d)    a Series 2002-1 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;

(e)    a Series 2002-1 Yield Supplement Deficiency shall occur and continue for at least two Business Days;

(f)    the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;

(g)    the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;

(h)    the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;

(i)    the failure on the part of the Issuer to declare and pay dividends on the Series 2002-1 Senior Preferred Membership Interests or the Series 2002-1 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;

(j)    any Servicer Termination Event shall occur;

(k)    any Termination Event shall occur;

(l)    an Event of Default with respect to the Series 2002-1 Investor Notes shall occur;

(m)    there is at least $10,000,000 on deposit in the Series 2002-1 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2002-1 Revolving Period;

(n)    an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;

(o)    all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;

(p)    failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2002-1 Required Investor Noteholders, written notice specifying such default and requiring it to be remedied;

(q)    any representation or warranty made by the Issuer in the Base Indenture or this Indenture Supplement, or any information required to be delivered by the Issuer to the Indenture Trustee shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 45 days after there shall have been given to the Issuer by the Indenture Trustee or the Issuer and the Indenture Trustee by the Series 2002-1 Required Investor Noteholders, written notice thereof;

(r)    the Indenture Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Collateral or any of VMS, the Issuer or any Affiliate of either thereof shall so assert;

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(s)    there shall have been filed against Cendant, PHH, VMS, the Origination Trust, SPV or the Issuer (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;

(t)    one or more judgments or decrees shall be entered against the Issuer involving in the aggregate a liability (not paid or fully covered by insurance) of $100,000 or more and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(u)    any of the Transaction Documents shall cease, for any reason, to be in full force and effect, other than in accordance with its terms;

then, in the case of any event described in clause (p) through (u) above, an Amortization Event will be deemed to have occurred with respect to the Series 2002-1 Investor Notes only, if after the applicable grace period, either the Indenture Trustee or Series 2002-1 Investor Noteholders holding a Majority in Interest of the Series 2002-1 Investor Notes, declare that an Amortization Event has occurred with respect to the Series 2002-1 Investor Notes. In the case of any event described in clauses (a) through (o) above, an Amortization Event with respect to the Series 2002-1 Investor Notes will be deemed to have occurred without notice or other action on the part of the Indenture Trustee or the Series 2002-1 Investor Noteholders.

ARTICLE IV

OPTIONAL PREPAYMENT

The Issuer shall have the option to prepay the Series 2002-1 Investor Notes in full on any Payment Date after the Payment Date in December 2003. The Issuer shall give the Indenture Trustee at least ten Business Days' prior written notice of the Payment Date on which the Issuer intends to exercise such option to prepay (the "Prepayment Date"). The prepayment price for the Series 2002-1 Investor Notes shall equal the aggregate outstanding principal balance of the Series 2002-1 Investor Notes (determined after giving effect to any payments of principal and interest on such Payment Date), plus accrued and unpaid interest on such outstanding principal balance. Not later than 11:00 a.m., New York City time, on such Prepayment Date, the Issuer shall deposit in the Series 2002-1 Distribution Account an amount equal to the prepayment price in immediately available funds. The funds deposited into the Series 2002-1 Distribution Account will be paid by the Indenture Trustee to the Series 2002-1 Investor Noteholders on such Prepayment Date.

ARTICLE V

SERVICING AND ADMINISTRATOR FEES

Section 5.1    Servicing Fees.    A periodic servicing fee (the "Series 2002-1 Basic Servicing Fee") shall be payable to the Servicer on each Payment Date for the Series 2002-1 Interest Period ending on such Payment Date in an amount equal to the product of (a) 0.215% (the "Series Servicing Fee Percentage") times (b) the Series 2002-1 Allocated Adjusted Aggregate Unit Balance as of the first day of such Series 2002-1 Interest Period times (c) the number of days in such Series 2002-1 Interest Period divided by 365 (or 366, as applicable) days; provided, however that if VMS is not the Servicer, the servicing fee payable to the Servicer on each Payment Date hereunder may be increased such that the sum of the Series 2002-1 Basic Servicing Fee and the additional servicing fee payable to the Servicer hereunder (the "Series 2002-1 Supplemental Servicing Fee") for each Series 2002-1 Interest Period equals 110% of the costs to the successor Servicer of servicing the portion of the Lease SUBI Portfolio allocated to Series 2002-1 during

22

such Series 2002-1 Interest Period. For this purpose, the portion of the Lease SUBI Portfolio allocated to Series 2002-1 for each Series 2002-1 Interest Period shall equal the average Series 2002-1 Invested Percentage during such Series 2002-1 Interest Period. The Series 2002-1 Basic Servicing Fee and any Series 2002-1 Supplemental Servicing Fee shall be payable to the Servicer on each Payment Date pursuant to Section 5A.4(c).

Section 5.2    Administrator Fee.    A periodic fee (the "Series 2002-1 Administrator Fee") shall be payable to the Administrator on each Payment Date for the Series 2002-1 Interest Period ending on such Payment Date in an amount equal to the product of (a) 0.01% times (b) the Series 2002-1 Allocated Adjusted Aggregate Unit Balance as of the first day of the immediately preceding Monthly Period times (c) the number of days in such Series 2002-1 Interest Period divided by 365 (or 366, as applicable) days. The Series 2002-1 Administrator Fee shall be payable to the Administrator on each Payment Date pursuant to Section 5A.4(c)(vii)

ARTICLE VI

FORM OF SERIES 2002-1 NOTES

Section 6.1    Initial Issuance of Series 2002-1 Investor Notes.

The Series 2002-1 Investor Notes are being offered and sold by the Issuer in a registered public offering pursuant to an Underwriting Agreement, dated May 31, 2002, among the Issuer, VMS, PHH and J.P. Morgan Securities Inc. and First Union Securities, Inc., as the representatives of the underwriters.

Section 6.2    Global Notes.

The Series 2002-1 Investor Notes of each Class will be issued in the form of one or more Global Notes in fully registered form, without coupons, substantially in the form set forth in Exhibits A-1 and A-2, registered in the name of Cede & Co., as nominee of DTC, and deposited with JPMorgan Chase, as custodian of DTC (collectively, the "Series 2002-1 Global Notes").

The Series 2002-1 Global Notes shall bear the following legends:

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"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

Section 6.3    Definitive Notes.

No Series 2002-1 Note Owner will receive a Definitive Note representing such Series 2002-1 Note Owner's interest in the Series 2002-1 Investor Notes other than in accordance with Section 2.11 of the Base Indenture.

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ARTICLE VII

INFORMATION

The Issuer hereby agrees to provide to the Indenture Trustee and each provider of the Series 2002-1 Required Lease Rate Cap, on each Determination Date, a Monthly Settlement Statement, substantially in the form of Exhibit B, setting forth as of the last day of the most recent Monthly Period and for such Monthly Period the information set forth therein. The Indenture Trustee shall provide to the Series 2002-1 Investor Noteholders, or their designated agent, copies of each Monthly Settlement Statement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1    Ratification of Indenture.    As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.

Section 8.2    Obligations Unaffected.    The obligations of the Issuer to the Series 2002-1 Investor Noteholders under this Indenture Supplement shall not be affected by reason of any invalidity, illegality or irregularity of any of the SUBI Certificates, the Sold Units or the Fleet Receivables.

Section 8.3    Governing Law.THIS INDENTURE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 8.4    Further Assurances.    Each of the Issuer and the Indenture Trustee agrees, at the Administrator's expense, from time to time, to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Series 2002-1 Required Investor Noteholders more fully to effect the purposes of this Indenture Supplement and the sale of the Series 2002-1 Investor Notes hereunder. The Issuer hereby authorizes the Indenture Trustee to file any financing statements or similar documents or notices or continuation statements relating to the Series 2002-1 Collateral under the provisions of the UCC or similar legislation of any applicable jurisdiction.

Section 8.5    Exhibits.    The following exhibits attached hereto supplement the exhibits included in the Base Indenture:

Exhibit A-1:	Form of Class A-1 Note
Exhibit A-1:	Form of Class A-2 Note
Exhibit B:	Form of Monthly Settlement Statement
Exhibit C:	Form of Series 2002-1 Lease Rate Cap

Section 8.6    No Waiver; Cumulative Remedies.    No failure to exercise and no delay in exercising, on the part of the Indenture Trustee, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 8.7    Amendments.    (a) This Indenture Supplement may be amended in writing from time to time in accordance with the terms of the Base Indenture.

        (b)  No amendment specified in this Indenture Supplement as requiring satisfaction of the Rating Agency Condition shall be effective until the Rating Agency Condition is satisfied with respect thereto.

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        (c)  The Issuer reserves the right, without any consent or other action of the Series 2002-1 Investor Noteholders, to amend Schedule 1 to the Base Indenture by (i) deleting "15%" from clause (a)(ii) of the definition of Excess Longer-Term Lease Amount and substituting in lieu thereof "20%", (ii) deleting "5%" from clause (b)(ii) of the definition of Excess Longer-Term Lease Amount and substituting in lieu thereof "7.5%" and (c) deleting "10%" from clause (ii) of the definition of Excess Residual Value Amount and substituting in lieu thereof "7.5%".

Section 8.8    Severability.    If any provision hereof is void or unenforceable in any jurisdiction, such voidness or unenforceability shall not affect the validity or enforceability of (i) such provision in any other jurisdiction or (ii) any other provision hereof in such or any other jurisdiction.

Section 8.9    Counterparts.    This Indenture Supplement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement.

Section 8.10    No Bankruptcy Petition.    (a) By acquiring a Series 2002-1 Investor Note or an interest therein, each Series 2002-1 Investor Noteholder and each Series 2002-1 Investor Note Owner hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or similar law.

        (a)  By acquiring a Series 2002-1 Investor Note or an interest therein, each Series 2002-1 Investor Noteholder and each Series 2002-1 Investor Note Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Securitization, it will not institute against, or join any other Person in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any general partner or single member of any Special Purpose Entity that is a partnership or limited liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.

Section 8.11    SUBIs.    By acquiring a Series 2002-1 Investor Note or an interest therein, each Series 2002-1 Investor Noteholder and each Series 2002-1 Investor Note Owner and the Issuer hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this Section as defined in the Origination Trust Agreement), any other SUBI Portfolio (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease Receivable SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to maintain any action against or recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the

25

Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Section 8.12    Notice to Rating Agencies.    The Indenture Trustee shall provide to each Rating Agency a copy of each notice delivered to, or required to be provided by, the Indenture Trustee pursuant to this Indenture Supplement or any other Transaction Document.

Section 8.13    Conflict of Instructions.    In the event the Issuer and the Administrator shall have delivered conflicting instructions to the Indenture Trustee to take or refrain from taking action hereunder, the Indenture Trustee shall follow the instructions of the Issuer.

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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

CHESAPEAKE FUNDING LLC
By:	/s/  JOSEPH W. WEIKEL Name: Joseph W. Weikel Title: Manager
JPMORGAN CHASE BANK, as Indenture Trustee
By:	/s/  RYAN BIASI Name: Ryan Biasi Title: Trust Officer

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EXHIBIT A-1
TO SERIES 2002-1
INDENTURE SUPPLEMENT

FORM OF GLOBAL CLASS A-1 INVESTOR NOTE

REGISTERED $295,000,000

No. R-001

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP (CINS) NO. 165182AA4
ISIN NO. US165182AA41

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"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS CLASS A-1 INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1 INVESTOR NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CHESAPEAKE FUNDING LLC

SERIES 2002-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
CLASS A-1

CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Two Hundred Ninety Five Million Dollars, which amount shall be payable in the amounts and at the times set forth in the Indenture described herein, provided, however, that the entire unpaid principal amount of this Class A-1 Investor Note shall be due on the Class A-1 Final Maturity Date. However, principal with respect to the Class A-1 Investor Notes may be paid earlier under certain limited circumstances described in the Indenture. The Issuer will pay interest on this Class A-1 Investor Note for each Series 2002-1 Interest Period, in accordance with the terms of the Indenture, at the Class A-1 Note Rate for such Interest Period. Each "Series 2002-1 Interest Period" will be a period

A-1

commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2002-1 Interest Period shall commence on and include the Series 2002-1 Closing Date and end on and include July 7, 2002. Such principal of and interest on this Class A-1 Investor Note shall be paid in the manner specified on the reverse hereof and in the Indenture.

The principal of and interest on this Class A-1 Investor Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class A-1 Investor Note shall be applied as provided in the Indenture. This Class A-1 Investor Note does not represent an interest in, or an obligation of, PHH Vehicle Management Services LLC ("VMS") or any affiliate of VMS other than the Issuer.

Reference is made to the further provisions of this Class A-1 Investor Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class A-1 Investor Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Class A-1 Investor Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture may be requested from the Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank, 450 West 33^rd Street, New York, New York, 10001, Attention: Institutional Trust Services. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class A-1 Investor Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: June 10, 2002	CHESAPEAKE FUNDING LLC
	By:	Name: Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-1 Investor Notes issued under the within-mentioned Indenture.

JPMORGAN CHASE BANK, AS INDENTURE TRUSTEE
By:	Authorized Signatory

A-3

[REVERSE OF CLASS A-1 INVESTOR NOTE]

This Class A-1 Investor Note is one of a duly authorized issue of Class A-1 Investor Notes of the Issuer designated its Series 2002-1 Floating Rate Asset Backed Investor Notes (herein called the "Class A-1 Investor Notes"), all issued under (i) a Base Indenture dated as of June 30, 1999 (such Base Indenture, as amended or modified, is herein called the "Base Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Base Indenture), and (ii) a Series 2002-1 Indenture Supplement dated as of June 10, 2002 (the "Series 2002-1 Indenture Supplement") between the Issuer and the Indenture Trustee. The Base Indenture and the Series 2002-1 Supplement are referred to herein as the "Indenture". The Class A-1 Investor Notes are subject to all terms of the Indenture. All terms used in this Class A-1 Investor Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Class A-1 Investor Notes are and will be equally and ratably secured by the Series 2002-1 Collateral pledged as security therefor as provided in the Indenture and the Series 2002-1 Indenture Supplement.

Principal of the Class A-1 Investor Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing July 8, 2002.

The entire unpaid principal amount of this Series 2002-1 Investor Note shall be due and payable on the Class A-1 Final Maturity Date. Notwithstanding the foregoing, principal on the Class A-1 Investor Notes will be paid earlier during the Series 2002-1 Amortization Period as described in the Indenture. All principal payments on the Class A-1 Investor Notes shall be made pro rata to the Class A-1 Investor Noteholders entitled thereto.

The Issuer will have the option to prepay the Series 2002-1 Investor Notes, in whole but not in part, on any Payment Date after the Payment Date in January 2004. The prepayment price for the Series 2002-1 Investor Notes will be equal to the amount set forth in the Indenture.

Interest will accrue on this Class A-1 Investor Notes for each Series 2002-1 Interest Period at a rate equal to (i) with respect to the initial Series 2002-1 Interest Period, 2.04% per annum and (ii) with respect to each Series 2002-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-1 Interest Period plus 0.20% per annum (the "Class A-1 Note Rate"). "One-Month LIBOR" means, for each Series 2002-1 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such 2002-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such Series 2002-1 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-1 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, "One-Month LIBOR" for such Series 2002-1 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2002-1 Interest Period.

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The Issuer shall pay interest on overdue installments of interest at the Class A-1 Note Rate to the extent lawful.

As provided in the Indenture, the transfer of this Class A-1 Investor Note may be registered on the Note Register upon surrender of this Class A-1 Investor Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1 Investor Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Investor Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

By acquiring a Class A-1 Investor Note or an interest therein, each Class A-1 Investor Noteholder and each Class A-1 Investor Note Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Securitization, it will not institute against, or join any other Person in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any general partner or single member of any Special Purpose Entity that is a partnership or limited liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.

Each Class A-1 Investor Noteholder, by acceptance of a Class A-1 Investor Note or, in the case of a Class A-1 Investor Note Owner, a beneficial interest in a Class A-1 Investor Note, hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this paragraph as defined in the Origination Trust Agreement), any other SUBI Portfolio (used in this paragraph as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to maintain any action against or recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI

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Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Each Class A-1 Investor Noteholder or Class A-1 Investor Note Owner, by acceptance of a Class A-1 Investor Note or, in the case of a Class A-1 Investor Note Owner, a beneficial interest in a Class A-1 Investor Note, covenants and agrees that by accepting the benefits of the Indenture that such Class A-1 Investor Noteholder or Class A-1 Investor Note Owner will not institute against, or join with any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law.

It is the intent of the Issuer, each Class A-1 Investor Noteholder and each Class A-1 Investor Note Owner that, for Federal, state and local income and franchise tax purposes only, the Class A-1 Investor Notes will evidence indebtedness of the Issuer secured by the Series 2002-1 Collateral. Each Class A-1 Investor Noteholder and each Class A-1 Investor Note Owner, by the acceptance of this Class A-1 Investor Note, agrees to treat this Class A-1 Investor Note for purposes of Federal, state and local income and franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Series 2002-1 Investor Notes under the Indenture at any time by the Issuer with the consent of the Holders of a Majority in Interest of the Series 2002-1 Investor Notes affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 2002-1 Investor Notes representing specified percentages of the aggregate outstanding amount of the Series 2002-1 Investor Notes, on behalf of the Holders of all the Series 2002-1 Investor Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Investor Note (or any one or more predecessor Class A-1 Investor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Investor Note and of any Class A-1 Investor Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Investor Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2002-1 Investor Notes issued thereunder.

The term "Issuer" as used in this Class A-1 Investor Note includes any successor to the Issuer under the Indenture.

The Class A-1 Investor Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Class A-1 Investor Note and the Indenture shall be governed by, and construed in accordance with, the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law.

No reference herein to the Indenture and no provision of this Class A-1 Investor Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class A-1 Investor Note at the times, place and rate, and in the coin or currency herein prescribed.

Interests in this Global Note may be exchanged for Definitive Notes, subject to the provisions of the Indenture.

A-6

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 A-1 Investor Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                              , attorney, to transfer said Class A-1 Investor Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated:	By:	(1)
		Signature Guaranteed:

⁽¹⁾

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 A-1 Investor Note, without alteration, enlargement or any change whatsoever.

A-7

EXHIBIT A-2
TO SERIES 2002-1
INDENTURE SUPPLEMENT

FORM OF GLOBAL CLASS A-2 INVESTOR NOTE

REGISTERED $355,000,000
No. R-001

SEE REVERSE FOR CERTAIN CONDITIONS

CUSIP (CINS) NO. 165182AB2
ISIN NO. US165182AB24

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"), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRANSFER AGENT AND REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS CLASS A-2 INVESTOR NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-2 INVESTOR NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CHESAPEAKE FUNDING LLC

SERIES 2002-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES,
CLASS A-2

CHESAPEAKE FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Three Hundred Fifty-Five Million Dollars, which amount shall be payable in the amounts and at the times set forth in the Indenture described herein, provided, however, that the entire unpaid principal amount of this Class A-2 Investor Note shall be due on the Class A-2 Final Maturity Date. However, principal with respect to the Class A-2 Investor Notes may be paid earlier under certain limited circumstances described in the Indenture. The Issuer will pay interest on this Class A-2 Note for each Series 2002-1 Interest Period, in accordance with the terms of the Indenture at the Class A-2

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Note Rate for such Interest Period. Each "Series 2002-1 Interest Period" will be a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2002-1 Interest Period shall commence on and include the Series 2002-1 Closing Date and end on and include July 7, 2002. Such principal of and interest on this Class A-2 Investor Note shall be paid in the manner specified on the reverse hereof and in the Indenture.

The principal of and interest on this Class A-2 Investor Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class A-2 Investor Note shall be applied as provided in the Indenture. This Class A-2 Investor Note does not represent an interest in, or an obligation of, PHH Vehicle Management Services LLC ("VMS") or any affiliate of VMS other than the Issuer.

Reference is made to the further provisions of this Class A-2 Investor Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class A-2 Investor Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Class A-2 Investor Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Issuer and the Indenture Trustee. A copy of the Indenture may be requested from the Indenture Trustee by writing to the Indenture Trustee at: JPMorgan Chase Bank, 450 West 33^rd Street, New York, New York, 10001, Attention: Institutional Trust Services. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class A-2 Investor Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-9

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: June 10, 2002
	CHESAPEAKE FUNDING LLC
	By:	Name: Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2 Investor Notes issued under the within-mentioned Indenture.

JPMORGAN CHASE BANK, AS INDENTURE TRUSTEE
By:	Authorized Signatory

A-10

[REVERSE OF CLASS A-2 INVESTOR NOTE]

This Class A-2 Investor Note is one of a duly authorized issue of Class A-2 Investor Notes of the Issuer designated its Series 2002-1 Floating Rate Asset Backed Investor Notes (herein called the "Class A-2 Investor Notes"), all issued under (i) a Base Indenture dated as of June 30, 1999 (such Base Indenture, as amended or modified, is herein called the "Base Indenture"), between the Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee (the "Indenture Trustee", which term includes any successor Indenture Trustee under the Base Indenture), and (ii) a Series 2002-1 Indenture Supplement dated as of June 10, 2002 (the "Series 2002-1 Indenture Supplement") between the Issuer and the Indenture Trustee. The Base Indenture and the Series 2002-1 Supplement are referred to herein as the "Indenture". The Class A-2 Investor Notes are subject to all terms of the Indenture. All terms used in this Class A-2 Investor Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended.

The Class A-2 Investor Notes are and will be equally and ratably secured by the Series 2002-1 Collateral pledged as security therefor as provided in the Indenture and the Series 2002-1 Indenture Supplement.

Principal of the Class A-2 Investor Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment Date" means the 7th day of each month, or if such date is not a Business Day, the next succeeding Business Day, commencing July 8, 2002.

The entire unpaid principal amount of this Series 2002-1 Investor Note shall be due and payable on the Class A-2 Final Maturity Date. Notwithstanding the foregoing, principal on the Class A-2 Investor Notes will be paid earlier during the Series 2002-1 Amortization Period as described in the Indenture. All principal payments on the Class A-2 Investor Notes shall be made pro rata to the Class A-2 Investor Noteholders entitled thereto.

The Issuer will have the option to prepay the Series 2002-1 Investor Notes, in whole but not in part, on any Payment Date after the Payment Date in January 2004. The prepayment price for the Series 2002-1 Investor Notes will be equal to the amount set forth in the Indenture.

Interest will accrue on this Class A-2 Investor Notes for each Series 2002-1 Interest Period at a rate equal to (i) with respect to the initial Series 2002-1 Interest Period, 2.11% per annum and (ii) with respect to each Series 2002-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2002-1 Interest Period plus 0.27% per annum (the "Class A-2 Note Rate"). "One-Month LIBOR" means, for each Series 2002-1 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such 2002-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, "One-Month LIBOR" for such Series 2002-1 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2002-1 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, "One-Month LIBOR" for such Series 2002-1 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2002-1 Interest Period.

A-11

The Issuer shall pay interest on overdue installments of interest at the Class A-2 Note Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-2 Investor Note may be registered on the Note Register upon surrender of this Class A-2 Investor Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-2 Investor Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-2 Investor Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

By acquiring a Class A-2 Investor Note or an interest therein, each Class A-2 Investor Noteholder and each Class A-2 Investor Note Owner and the Issuer and the Indenture Trustee hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all obligations under each Securitization, it will not institute against, or join any other Person in instituting against, the Origination Trust, SPV, any other Special Purpose Entity, or any general partner or single member of any Special Purpose Entity that is a partnership or limited liability company, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law.

Each Class A-2 Investor Noteholder, by acceptance of a Class A-2 Investor Note or, in the case of a Class A-2 Investor Note Owner, a beneficial interest in a Class A-2 Investor Note, hereby represents, warrants and covenants that (a) each of the Lease SUBI and the Fleet Receivable SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.C.§ 3801 et seq., (b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Lease SUBI, the Lease SUBI Portfolio or the Fleet Receivable SUBI shall be enforceable against the Lease SUBI Portfolio or the Fleet Receivable SUBI only, as applicable, and not against any other SUBI Portfolio or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other SUBI (used in this paragraph as defined in the Origination Trust Agreement), any other SUBI Portfolio (used in this paragraph as defined in the Origination Trust Agreement), the UTI or the UTI Portfolio shall be enforceable against such other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against any other SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Lease SUBI and the Fleet Receivable SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect to the Lease SUBI or Fleet Receivable SUBI, respectively, in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Lease SUBI, the Fleet Receivable SUBI or the Lease SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any other SUBI or the assets allocated thereto, and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any SUBI other than the Lease SUBI or the Fleet Receivable SUBI or any SUBI Assets other than the Lease SUBI Portfolio or the Fleet Receivables shall be entitled to maintain any action against or recover any assets allocated to the Lease SUBI or the Fleet Receivable SUBI, and (e) any purchaser, assignee or pledgee of an interest in the Lease SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI, the Lease SUBI Certificate, the Fleet Receivable SUBI Certificate, any other SUBI, any other SUBI Certificate (used in this Section as defined in the Origination Trust Agreement), the UTI or the UTI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9 of the Origination Trust Agreement, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the UTI or UTI Certificate and any other SUBI or SUBI

A-12

Certificate to release all claims to the assets of the Origination Trust allocated to the UTI and each other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each other SUBI Portfolio.

Each Class A-2 Investor Noteholder or Class A-2 Investor Note Owner, by acceptance of a Class A-2 Investor Note or, in the case of a Class A-2 Investor Note Owner, a beneficial interest in a Class A-2 Investor Note, covenants and agrees that by accepting the benefits of the Indenture that such Class A-2 Investor Noteholder or Class A-2 Investor Note Owner will not institute against, or join with any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law.

It is the intent of the Issuer, each Class A-2 Investor Noteholder and each Class A-2 Investor Note Owner that, for Federal, state and local income and franchise tax purposes only, the Class A-2 Investor Notes will evidence indebtedness of the Issuer secured by the Series 2002-1 Collateral. Each Class A-2 Investor Noteholder and each Class A-2 Investor Note Owner, by the acceptance of this Class A-2 Investor Note, agrees to treat this Class A-2 Investor Note for purposes of Federal, state and local income and franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Issuer.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Series 2002-1 Investor Notes under the Indenture at any time by the Issuer with the consent of the Holders of a Majority in Interest of the Series 2002-1 Investor Notes affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 2002-1 Investor Notes representing specified percentages of the aggregate outstanding amount of the Series 2002-1 Investor Notes, on behalf of the Holders of all the Series 2002-1 Investor Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-2 Investor Note (or any one or more predecessor Class A-2 Investor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-2 Investor Note and of any Class A-2 Investor Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-2 Investor Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 2002-1 Investor Notes issued thereunder.

The term "Issuer" as used in this Class A-2 Investor Note includes any successor to the Issuer under the Indenture.

The Class A-2 Investor Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth therein.

This Class A-2 Investor Note and the Indenture shall be governed by, and construed in accordance with, the law of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such law.

No reference herein to the Indenture and no provision of this Class A-2 Investor Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Class A-2 Investor Note at the times, place and rate, and in the coin or currency herein prescribed.

Interests in this Global Note may be exchanged for Definitive Notes, subject to the provisions of the Indenture.

A-13

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 A-2 Investor Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                              , attorney, to transfer said Class A-1 Investor Note on the books kept for registration thereof, with full power of substitution in the premises.
Dated:	By:	(2)
		Signature Guaranteed:

A-14

⁽²⁾

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 A-2 Investor Note, without alteration, enlargement or any change whatsoever.

Exhibit 12

Chesapeake Funding LLC
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)

	Year ended December 31,									Period from June 24. 1999 (inception) through December 31,
	2002			2000			2001			1999
Earnings available to cover fixed charges:
Income before income taxes	$	84,646		$	97,793		$	82,130		$	36,412
Plus: Fixed charges		63,831			115,722			172,764			71,776
Earnings available to cover fixed charges	$	148,477		$	213,515		$	254,894		$	108,188
Fixed charges:
Interest expense	$	63,831		$	115,722		$	172,764		$	71,776
Total fixed charges	$	63,831		$	115,722		$	172,764		$	71,776
Ratio of earnings to fixed charges		2.33	x		1.85	x		1.48	x		1.51	x

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Table of Contents
PRELIMINARY STATEMENT
DESIGNATION
ARTICLE I DEFINITIONS
ARTICLE II ARTICLE 5 OF THE BASE INDENTURE
ARTICLE III
AMORTIZATION EVENTS
ARTICLE IV
OPTIONAL PREPAYMENT
ARTICLE V
SERVICING AND ADMINISTRATOR FEES
ARTICLE VI
FORM OF SERIES 2002-1 NOTES
ARTICLE VII INFORMATION
ARTICLE VIII MISCELLANEOUS
FORM OF GLOBAL CLASS A-1 INVESTOR NOTE
SEE REVERSE FOR CERTAIN CONDITIONS
CHESAPEAKE FUNDING LLC
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
[REVERSE OF CLASS A-1 INVESTOR NOTE]
ASSIGNMENT
FORM OF GLOBAL CLASS A-2 INVESTOR NOTE
SEE REVERSE FOR CERTAIN CONDITIONS
CHESAPEAKE FUNDING LLC
SERIES 2002-1 FLOATING RATE CALLABLE ASSET BACKED INVESTOR NOTES, CLASS A-2
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
[REVERSE OF CLASS A-2 INVESTOR NOTE]
ASSIGNMENT
Chesapeake Funding LLC COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in thousands)

EX-12

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Exhibit 12

Chesapeake Funding LLC
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)

	Year ended December 31,									Period from June 24. 1999 (inception) through December 31,
	2002			2000			2001			1999
Earnings available to cover fixed charges:
Income before income taxes	$	84,646		$	97,793		$	82,130		$	36,412
Plus: Fixed charges		63,831			115,722			172,764			71,776
Earnings available to cover fixed charges	$	148,477		$	213,515		$	254,894		$	108,188
Fixed charges:
Interest expense	$	63,831		$	115,722		$	172,764		$	71,776
Total fixed charges	$	63,831		$	115,722		$	172,764		$	71,776
Ratio of earnings to fixed charges		2.33	x		1.85	x		1.48	x		1.51	x

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Chesapeake Funding LLC COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in thousands)

EX-99.1

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Exhibit 99.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Chesapeake Funding LLC (the "Company") on Form 10-K for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), George J Kilroy, as Chief Executive Officer of the Company, and Neil J Cashen, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/  GEORGE KILROY George Kilroy
Chief Executive Officer
March 10, 2003

/s/  NEIL J CASHEN Neil J Cashen
Chief Financial Officer
March 10, 2003

This certification accompanies the Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended

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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002