Exhibit 3.7

                                THIRD AMENDMENT


     THIRD AMENDMENT (this "Third Amendment"), dated as of August 14, 2003, to
the Amended and Restated Limited Liability Company Agreement of Chesapeake
Funding LLC (formerly known as Greyhound Funding LLC) (the "Company"), dated as
of October 28, 1999, as amended by the First Amendment thereto, dated as of
April 25, 2002, and the Second Amendment thereto, dated as of June 18, 2003 (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 Third Amendment, the Common Member wishes to amend
the LLC Agreement as herein provided.

     NOW, THEREFORE:

          1. Section 2.2(b) of the LLC Agreement is hereby amended and restated
     in its entirety as follows:

               "(b) The address of the registered office of the Issuer in the
          State of Delaware is the Corporation Service Company, 2711 Centerville
          Road, Suite 400 Wilmington, DE 19808. The name of the Company's
          registered agent at that address is the Corporation Service Company"

II.  Miscellaneous Provisions.

          1. This Third Amendment is limited as specified and shall not
     constitute a modification, acceptance or waiver of any other provision of
     the LLC Agreement and, except as amended hereby, the LLC Agreement
     continues in full force and effect.

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




          3. From and after the date of the execution of this Third 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.

          4. The Common Member hereby approves and ratifies the execution and
     filing by Lynn Feldman of the Certificate of Amendment to Certificate of
     Formation of the Company on June 24, 2002.

                                     * * *

                                      -2-

     IN WITNESS WHEREOF, the undersigned have executed and delivered this Third
Amendment as of the date first above written.



                                        COMMON MEMBER



                                        RAVEN FUNDING LLC



                                        By:  /s/ Joseph W. Weikel
                                            ----------------------------------
                                            Name:   Joseph W. Weikel
                                            Title:  Senior Vice President,
                                                    General Counsel and
                                                    Assistant Secretary