Exhibit 3.4




                                FIRST AMENDMENT


     FIRST  AMENDMENT  (this  "Amendment"),  dated as of April 25, 2002,  to the
Amended and Restated Limited  Liability  Company  Agreement of Greyhound Funding
LLC,  dated as of October 28,  1999 (the "LLC  Agreement"),  is entered  into by
Raven  Funding LLC, a Delaware  limited  liability  company,  as the sole common
member (the "Common Member").



                              W I T N E S S E T H:
                               - - - - - - - - - -


I.   Amendment.

     WHEREAS,  pursuant to Section 15.1 of the LLC  Agreement and subject to the
terms and  conditions of this  Amendment,  the Common Member wishes to amend the
LLC Agreement as herein provided.

     NOW, THEREFORE:

          1. The LLC  Agreement is hereby  amended by deleting the  reference to
     "Greyhound  Funding LLC" in each place it appears in the LLC  Agreement and
     inserting "Chesapeake Funding LLC" in lieu thereof.

II.  Miscellaneous Provisions.

          1. This  Amendment is limited as specified and shall not  constitute a
     modification,  acceptance  or  waiver  of any  other  provision  of the LLC
     Agreement.

          2. THIS AMENDMENT  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED
     BY THE LAW OF THE STATE OF DELAWARE EXCLUDING ANY CONFLICT-OF-LAWS  RULE OR
     PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AMENDMENT
     TO THE LAW OF ANOTHER JURISDICTION.

          3. From and after the date of the  execution  of this  Amendment,  all
     references  to the  "Agreement"  in the LLC Agreement and the LLC Agreement
     shall be deemed to be references to the LLC Agreement as modified hereby.

                                      * * *





     IN  WITNESS  WHEREOF,  the Common  Member  has  caused its duly  authorized
officer  to execute  and  deliver  this  Amendment  as of the date  first  above
written.



                                           SOLE COMMON MEMBER:



                                           RAVEN FUNDING LLC



                                           By:  /s/ Joseph W. Weikel
                                               ---------------------------
                                               Name:   Joseph W. Weikel
                                               Title:  Manager