THIRD AMENDMENT

Exhibit 10.74

          THIRD AMENDMENT, dated as of December 17, 2008 (this “ Third Amendment ”), among Chesapeake Funding LLC (the “ Issuer ”), PHH Vehicle Management Services, LLC, as administrator (the “ Administrator ”), and The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A., as Indenture Trustee (the “ Indenture Trustee ”), to the Series 2006-1 Indenture Supplement, dated as of March 7, 2006, as amended as of March 6, 2007 and as of February 28, 2008 (the “ Series 2006-1 Indenture Supplement ”), among the Issuer, the Administrator, the several commercial paper conduits listed on Schedule I thereto (the “ CP Conduit Purchasers ”), the banks party thereto with respect to each CP Conduit Purchaser (the “ APA Banks ”), the agent banks party thereto with respect to each CP Conduit Purchaser (the “ Funding Agents ”), JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “ Administrative Agent ”) for the CP Conduit Purchasers, the APA Banks and the Funding Agents, and the Indenture Trustee, to the Base Indenture, dated as of March 7, 2006 (the “ Existing Base Indenture ”), between the Issuer and the Indenture Trustee pursuant to which the Series 2006-1 Investor Notes were issued to the CP Conduit Purchasers.

WITNESSETH:

          WHEREAS, the Issuer has requested the Series 2006-1 Investor Noteholders to agree to consent to an amendment to the Series 1999-1 SUBI Servicing Supplement in the form of Exhibit A to this Third Amendment (the “ Second Amendment to the SUBI Servicing Supplement ”), an amendment to the Loan Agreement in the form of Exhibit B to this Third Amendment (the “ First Amendment to the Loan Agreement ”), an amendment and restatement of the Fleet Receivable SUBI Supplement in the form of Exhibit C to this Third Amendment (the “ Second Amended and Restated Fleet Receivable SUBI Supplement ”) and to the amendment and restatement of the Existing Base Indenture in the form of Exhibit D to this Third Amendment (the “ Amended and Restated Base Indenture ”) and to amend the Series 2006-1 Indenture Supplement to make certain changes to the Series 2006-1 Indenture Supplement as set forth in this Third Amendment; and

          WHEREAS, each of the Series 2006-1 Investor Noteholders is willing to consent to the Second Amendment to the SUBI Servicing Supplement, the First Amendment to the Loan Agreement, the amendment and restatement of the Fleet Receivable SUBI Supplement in the form of the Second Amended and Restated Fleet Receivable SUBI Supplement and the amendment and restatement of the Existing Base Indenture in the form of the Amended and Restated Base Indenture and to agree to the amendments to the Series 2006-1 Indenture Supplement requested by the Issuer and set forth in this Third Amendment;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. Defined Terms . All capitalized terms defined in Schedule 1 to the Existing Base Indenture or the Series 2006-1 Indenture Supplement and used herein shall have the meanings given to them therein.

          2. Amendments to Article 1(b) . Article 1(b) of the Series 2006-1 Indenture Supplement is hereby amended by (a) deleting the definitions of the following defined terms in their respective entireties and substituting in lieu thereof the following new definitions:

     “‘ Program Support Provider ’ means, with respect to any CP Conduit Purchaser, (i) the APA Bank with respect to such CP Conduit Purchaser, (ii) any other or additional Person now or hereafter providing liquidity or extending credit, or having a commitment to extend liquidity or credit to or for the account of, or to make purchases from, such CP Conduit Purchaser or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with such CP Conduit Purchaser’s securitization program, (iii) any agent, administrator or manager of such CP Conduit Purchaser or (iv) any bank holding company in respect of any of the foregoing.

     ‘ Series 2006-1 Eligible Counterparty ’ means a financial institution which has, or has all of its obligations under its interest rate cap maintained pursuant to Section 5A.12 guaranteed by a Person that has (i) a short-term senior unsecured debt, deposit, claims paying or credit rating of at least “A-1” by Standard & Poor’s, or if such financial institution does not have a short-term senior unsecured debt rating by Standard &Poor’s, a long-term senior, unsecured debt or credit rating of at least “A+” by Standard & Poor’s and (ii) a short-term senior unsecured debt, deposit, claims paying or credit rating of “P-1” by Moody’s, , or if such financial institution does not have a short-term senior unsecured debt rating by Moody’s, a long-term senior unsecured debt or credit rating of at least “Aa3” by Moody’s.

     ‘ Series 2006-1 Prepayment Amount ’ means, the sum of the following amounts with respect to each Purchaser Group:

     (a) the Purchaser Group Invested Amount with respect to such Purchaser Group, plus

     (b) the sum of (i)(A) if the CP Conduit Purchaser in such Purchaser Group is a Match Funding CP Conduit Purchaser, the sum of (x) all accrued and unpaid Discount on all outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund the CP Funded Amount with respect to such Match Funding CP Conduit Purchaser from the issuance date(s) thereof to but excluding the Prepayment Date and (y) the aggregate Discount to accrue on all outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund the CP Funded Amount with respect to such Match Funding CP Conduit Purchaser from and including the Prepayment Date to and excluding the maturity date of each CP Tranche with respect to such Match Funding CP Conduit Purchaser or (B) if the CP Conduit Purchaser in such Purchaser Group is a Pooled Funding CP Conduit Purchaser, the sum of (x) the aggregate amount of Discount on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP Funded Amount with respect to such Pooled Funding CP Conduit Purchaser as of the Prepayment Date and (y) the aggregate amount of Discount to accrue on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in

part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP Funded Amount with respect to such Pooled Funding CP Conduit Purchaser from and including the Prepayment Date to and excluding the maturity dates of such Commercial Paper and (ii) the sum of the product for each day during the period from and including the immediately preceding Payment Date to and excluding the Prepayment Date of (A) the CP Funded Amount with respect to such Purchaser Group on such day times (B) the Program Fee Rate on such day, divided by (C) 360; plus

     (c) all accrued and unpaid interest on the APA Bank Funded Amount with respect to such Purchaser Group, calculated at the Alternate Base Rate or the applicable Adjusted LIBO Rate plus the then Applicable Margin for the period from and including the immediately preceding Payment Date to and excluding the Prepayment Date, plus

     (d) the Commitment Fee payable to such Purchaser Group calculated for the period from and including the immediately preceding Payment Date to and excluding the Prepayment Date, plus

     (e) all Article 7 Costs then due and payable to such Purchaser Group, plus

     (f) without duplication, any other Program Costs then due and payable to such Purchaser Group, and any other amounts then due and payable to such Purchaser Group pursuant to this Indenture Supplement.

     ‘ Series 2006-1 Required Enhancement Amount ’ means, on any date of determination, an amount equal to the sum of (a) (i) during the Series 2006-1 Revolving Period, the Series 2006-1 Required Percentage of the sum of (x) the Series 2006-1 Maximum Invested Amount on such date and (y) during any Paydown Period, the aggregate Purchaser Group Invested Amount of any Non-Extending Purchaser Groups on such date or (ii) during the Series 2006-1 Amortization Period, the Series 2006-1 Required Percentage of the sum of (x) the Series 2006-1 Maximum Invested Amount on the last day of the Series 2006-1 Revolving Period and (y) if the last day of the Series 2006-1 Revolving Period occurred during a Paydown Period, the aggregate Purchaser Group Invested Amount of any Non-Extending Purchaser Groups on the last day of the Series 2006-1 Revolving Period plus (b) the sum of:

     (i) if the Three-Month Average Residual Value Loss Ratio with respect to the most recent Settlement Date exceeded [***]%, an amount equal to the product of (a) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding such Settlement Date and (b) [***]% of the amount by which the Aggregate Residual Value Amount exceeded the Excess Residual Value Amount, in each case, as of that date; plus

     (ii) the greater of

     (A) the sum of:

     (1) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Excess Equipment Amount on such Settlement Date;

     (2) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Excess Forklift Amount on such Settlement Date;

     (3) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Excess Truck Amount on such Settlement Date;

     (4) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Excess Trailer Amount on such Settlement Date; and

     (5) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Excess Truck Body Amount on such Settlement Date; or

     (B) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding such Settlement Date and (y) the Excess Alternative Vehicle Amount on such Settlement Date; plus

     (iii) the sum of:

     (A) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Overconcentration Amount on such Settlement Date;

     (B) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Excess Longer-Term Lease Amount on such Settlement Date;

     (C) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Excess High Lease Balance Amount on such Settlement Date; and

     (D) an amount equal to the product of (x) the Series 2006-1 Invested Percentage as of the last day of the Monthly Period immediately preceding the most recent Settlement Date and (y) the Excess State Obligor Risk Amount on such Settlement Date;

; provided, however , that, after the declaration or occurrence of an Amortization Event, the Series 2006-1 Required Enhancement Amount shall equal the Series 2006-1 Required Enhancement Amount on the date of the declaration or occurrence of such Amortization Event.

     ‘ Series 2006-1 Required Percentage ’ means, on any date of determination, [***]% unless for the most recent Settlement Date any one of the following was true:

     (i) the Three Month Average Charge-Off Ratio exceeded [***]%

     (ii) the Three Month Average Residual Value Loss Ratio exceeded [***]%;

     (iii) the Three Month Average Paid-In Advance Loss Ratio exceeded [***]%; or

     (iv) the Three Month Average Delinquency Ratio exceeded [***]%;

in which case, the Series 2006-1 Required Percentage on such date will equal [***]%; provided , however , that, if the Indenture Supplement with respect to any Series of Investor Notes issued after December 17, 2008 and rated AA- by Standard & Poor’s or Aa2 by Moody’s at the time of issuance requires that the Credit Enhancement with respect to such Series be a higher percentage of the Invested Amount with respect to such Series, the Series 2006-1 Required Percentage shall mean such higher percentage.

     ‘ Series 2006-1 Required Reserve Account Amount ’ means, on any date of determination, an amount equal to the greater of (a) [***]% of the Series 2006-1 Invested Amount on such date and (b) [***]% of the Series 2006-1 Maximum Invested Amount (i) during the Series 2006-1 Revolving Period, on such date, or (ii) during the Series 2006-1 Amortization Period, on the last day of the Series 2006-1 Revolving Period.

     ‘ Series 2006-1 Required Yield Supplement Amount ’ means, as of any Settlement Date, the excess, if any, of (a) the Series 2006-1 Yield Shortfall Amount for such Settlement Date over (b) [***]% of the product of (x) the Series 2006-1 Invested Percentage on such Settlement Date and (y) the excess of (1) the Class X 1999-1B Invested Amount for the current Monthly Period (after giving effect to any increase thereof on such Settlement Date) over (2) the sum, with respect to each Obligor of Eligible Receivables as of the close of business on the first day of such Monthly Period, of the amount, if any, by which the amount owing by such Obligor in respect of such Eligible Receivables as of such date exceeds an amount equal to [***]% of the Class X 1999-1B Invested Amount; provided, however that upon the occurrence of a Receivables Purchase Termination Event, the Series 2006-1 Required Yield Supplement Amount will equal the Series 2006-1 Yield Shortfall Amount.

     ‘ Series 2006-1 Note Termination Date ’ means the date on which the Series 2006-1 Invested Amount shall have been reduced to zero, all accrued and unpaid interest on the Series 2006-1 Notes shall have been paid in full and all other amounts due and payable to the Purchaser Groups hereunder shall have been paid in full.

     ‘ Series 2006-1 Yield Shortfall Amount ’ means, for any Settlement Date, the sum of the product with respect to each Series 2006-1 Yield Shortfall Lease of (a) the Series 2006-1 Invested Percentage on such Settlement Date, (b) the Lease Balance of such Series 2006-1 Yield Shortfall Lease as of the last day of the immediately preceding Monthly Period, (c) the Series 2006-1 Yield Shortfall with respect to such Series 2006-1 Yield Shortfall Lease for such Settlement Date and (d) the quotient of (i) [***]% of the Remaining Lease Term with respect to such Series 2006-1 Yield Shortfall Lease on such Settlement Date divided by (ii) 12.

     ‘ Series 2006-1 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, including therein the rate at which any management and/or administrative fee accrues in respect of such Unit Lease, that is less than the Series 2006-1 Minimum Yield Rate for such Settlement Date.

     ‘ Series 2006-1 Yield Supplement Deficiency ’ means, on any date of determination, the amount, if any, by which the Series 2006-1 Required Yield Supplement Amount exceeds the Series 2006-1 Yield Supplement Account Amount.”;

(b) inserting the following new defined terms in alphabetical order:

     “‘ Accounting Based Consolidation Event ’ means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any CP Conduit Purchaser that are subject to this Indenture Supplement or any other Transaction Document with all or any portion of the assets and liabilities of an Affected Party. An Accounting Based Consolidation Event shall be deemed to occur on the date any Affected Party shall acknowledge in writing that any such consolidation of the assets and liabilities of a CP Conduit Purchaser shall occur.

     ‘ Charge-Off Ratio ’ means, for any specified Settlement Date, twelve times the quotient, expressed as a percentage, of (a) Aggregate Net Lease Losses for the preceding Monthly Period, divided by (b) the Aggregate Lease Balance as of the last day of the second preceding Monthly Period.

     ‘ Contingent Monthly Funding Costs ’ means, with respect to any Purchaser Group, the sum of:

     (a) with respect to any Series 2006-1 Interest Period, the excess, if any, of (i) the amount calculated for such Series 2006-1 Interest Period pursuant to clause (a) of the definition of Monthly Funding Costs with respect to such Purchaser Group over (ii) an amount equal to the sum of the product for each day during such Series 2006-1 Interest Period of (A) the CP Conduit Funded Amount with

respect to such Purchaser Group on such day and (B) a rate per annum equal to the sum of (x) the rate on one-month nonfinancial commercial paper for such day set forth in Statistical Release H.15(519), “Selected Interest Rates” published by the Board Of Governors of the Federal Reserve System and (y) [***]% divided by (C) 360; and

     (b) with respect to any Series 2006-1 Interest Period, the excess, if any, of (i) the amount calculated for such Series 2006-1 Interest Period pursuant to clause (b) of the definition of Monthly Funding Costs with respect to such Purchaser Group over (ii) an amount equal to the sum of the product for each day during such Series 2006-1 Interest Period of (A) the APA Bank Funded Amount with respect to such Purchaser Group on such day and (b) a rate per annum equal to the sum of (x) the LIBO Rate for such Series 2006-1 Interest Period (assuming for this purpose only that such Series 2006-1 Interest Period is a Eurodollar Period) and (y) the Applicable Margin on such day (assuming for this purpose only that no Amortization Event or Potential Amortization Event shall have occurred and be continuing) divided by (C) 360.

     ‘ Contingent Monthly Funding Costs Shortfall ’ is defined in Section 5A.3(b) .

     ‘ Contingent Monthly Interest Payment ’ is defined in Section 5A.4(c)(xii) .

     ‘ Delinquency Ratio ’ means, for any specified Settlement Date, the quotient, expressed as a percentage, of (a) the aggregate billings with respect to all Leases and all Fleet Receivables which were unpaid for 60 days or more from the original due date thereof as of the last day of the immediately preceding Monthly Period divided by (b) the sum of (i) the aggregate billings with respect to all Leases and all Fleet Receivables which were unpaid as of the last day of the second preceding Monthly Period and (ii) the aggregate amount billed with respect to all Leases and all Fleet Receivables during the immediately preceding Monthly Period.

     ‘ Excess High Lease Balance Amount ’ means, on any Settlement Date, an amount equal to the excess, if any, of (a) the aggregate Lease Balance of all Eligible Leases having a Lease Balance in excess of $[***] allocated to the Lease SUBI as of the last day of the Monthly Period immediately preceding such Settlement Date over (b) an amount equal to [***]% of the Aggregate Lease Balance as of such Settlement Date.

     ‘ Excess Longer-Term Lease Amount ’ means, on any Settlement Date, an amount equal to the greater of (a) the excess, if any, of (i) the aggregate Lease Balance of all Eligible Leases having remaining terms of longer than five years allocated to the Lease SUBI as of the last day of the Monthly Period immediately preceding such Settlement Date over (ii) an amount equal to [***]% of the Aggregate Lease Balance as of such Settlement Date and (b) the excess, if any, of (i) the aggregate Lease Balance of all Eligible Leases having remaining terms of longer than seven years allocated to the Lease SUBI as of the last day of the Monthly Period immediately preceding such Settlement

Date over (ii) an amount equal to [***]% of the Aggregate Lease Balance as of such Settlement Date.

     ‘ Excess State Obligor Risk Amount ’ means, on any Settlement Date, an amount equal to the excess, if any, of (a) the aggregate Lease Balance of all Eligible Leases the Obligor of which is a state or local government or any subdivision thereof, or any agency, department or instrumentality thereof allocated to the Lease SUBI as of the last day of the Monthly Period immediately preceding such Settlement Date over (b) an amount equal to [***]% of the Aggregate Lease Balance as of such Settlement Date.

     ‘ JPMorgan Chase ’ means JPMorgan Chase Bank, N.A., and its successors and assigns.

     ‘ Monthly Funding Costs Shortfall ’ means a Senior Monthly Funding Costs Shortfall or a Contingent Monthly Funding Costs Shortfall.

     ‘ Overconcentration Amount ’ means, on any Settlement Date, an amount equal to the greatest of (a) the excess, if any, of (i) the aggregate Lease Balance of the Eligible Leases to which the Obligor having the largest aggregate Lease Balance of Eligible Leases allocated to the Lease SUBI is a party as of the last day of