CHESAPEAKE FUNDING LLC $1.0 billion Series 2009-1 Floating Rate Asset Backed Notes PURCHASE AGREEMENTPurchase Agreement • November 5th, 2009 • PHH Corp • Miscellaneous business credit institution • New York
CHESAPEAKE FUNDING LLC, a Delaware special purpose limited liability company (the “Issuer”), proposes to issue and sell U.S. $1,000,000,000 principal amount of its Series 2009-1 Floating Rate Asset Backed Notes (the “Securities”). The Securities will be issued pursuant to the Series 2009-1 Indenture Supplement, to be dated as of June 9, 2009 (the “Indenture Supplement”), between the Issuer and The Bank of New York Mellon, as Indenture Trustee (the “Indenture Trustee”), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as amended or modified from time to time, the “Base Indenture” and, together with the Indenture Supplement, the “Indenture”), between the Issuer and the Indenture Trustee. The Issuer is a wholly-owned subsidiary of PHH Sub 2 Inc. (“PHH Sub 2”) and an indirect wholly-owned subsidiary of PHH Corporation (“PHH”). The Issuer makes loans to Chesapeake Finance Holdings LLC (“Holdings”) pursuant to a Loan Agreement among the Issuer, Holdings and D.L. Pet
THIRD AMENDMENTThird Amendment • November 5th, 2009 • PHH Corp • Miscellaneous business credit institution • New York
THIRD AMENDMENT, dated as of March 27, 2008 (this “Amendment”), to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of January 6, 2006 (as previously amended, the “Credit Agreement”), among PHH Corporation, a Maryland corporation (the “Borrower”), PHH Vehicle Management Services, Inc., a Canadian corporation (the “Canadian Subsidiary Borrower”), the lenders from time to time party thereto (the “Lenders”), Citicorp USA, Inc., as Syndication Agent, The Bank of Nova Scotia (the “Canadian Lender”) and Wachovia Bank, National Association, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent.
CHESAPEAKE FUNDING LLC Series 2009-2 Floating Rate Asset Backed Notes, Class A PURCHASE AGREEMENTPHH Corp • November 5th, 2009 • Miscellaneous business credit institution • New York
CHESAPEAKE FUNDING LLC, a Delaware special purpose limited liability company (the “Issuer”), proposes to issue and sell U.S. $850,000,000 principal amount of its Series 2009-2 Floating Rate Asset Backed Notes, Class A (the “Securities”). The Securities will be issued pursuant to the Series 2009-2 Indenture Supplement, to be dated as of September 11, 2009 (the “Indenture Supplement”), between the Issuer and The Bank of New York Mellon, as Indenture Trustee (the “Indenture Trustee”), to the Amended and Restated Base Indenture, dated as of December 17, 2008 (as amended or modified from time to time, the “Base Indenture” and, together with the Indenture Supplement, the “Indenture”), between the Issuer and the Indenture Trustee. The Issuer is a wholly-owned subsidiary of PHH Sub 2 Inc. (“PHH Sub 2”) and an indirect wholly-owned subsidiary of PHH Corporation (“PHH”). The Issuer makes loans to Chesapeake Finance Holdings LLC (“Holdings”) pursuant to a Loan Agreement among the Issuer, Holdings
CHESAPEAKE FUNDING LLC, as Issuer and THE BANK OF NEW YORK MELLON, as Indenture Trustee SERIES 2009-1 INDENTURE SUPPLEMENT dated as of June 9, 2009 to AMENDED AND RESTATED BASE INDENTURE dated as of December 17, 2008 $1,000,000,000 of Floating Rate...Base Indenture • November 5th, 2009 • PHH Corp • Miscellaneous business credit institution • New York
SERIES 2009-1 SUPPLEMENT, dated as of June 9, 2009 (as amended, supplemented, restated or otherwise modified from time to time, this “Indenture Supplement”) between CHESAPEAKE FUNDING LLC, a special purpose limited liability company established under the laws of Delaware (the “Issuer”), and THE BANK OF NEW YORK MELLON, 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 Amended and Restated Base Indenture, dated as of December 17, 2008, 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”).
