AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED TRUST AGREEMENT OF DAIMLERCHRYSLER AUTO TRUST 2008-B

Exhibit 4.1

AMENDMENT NO. 1
TO THE
SECOND AMENDED AND RESTATED
TRUST AGREEMENT
OF
DAIMLERCHRYSLER AUTO TRUST 2008-B

     This Amendment No. 1, dated as of December 19, 2008 (the “Amendment”), to the Second Amended and Restated Trust Agreement of DaimlerChrysler Auto Trust 2008-B (the “Trust”), is made and entered into by CHRYSLER FINANCIAL SERVICES AMERICAS LLC (formerly known as DaimlerChrysler Financial Services Americas LLC) (the “Depositor”) and BNY MELLON TRUST OF DELAWARE (formerly known as BNYM (Delaware)) (the “Owner Trustee”).

WITNESSETH

     WHEREAS, the Trust is a Delaware statutory trust that was formed under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”), pursuant to (i) the Certificate of Trust as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) and as amended by the Certificate of Amendment thereto and (ii) the Second Amended and Restated Trust Agreement, dated as of May 1, 2008 (the “Trust Agreement”), between the Depositor, DaimlerChrysler Retail Receivables LLC and the Owner Trustee;

     WHEREAS, the Depositor and the Owner Trustee desire to change the name of the Trust and amend the Trust Agreement as set forth herein;

     NOW, THEREFORE, intending to be legally bound, the parties hereto hereby agree as follows:

I. AMENDMENTS.

     A. The Trust Agreement is hereby amended by deleting the phrase “DaimlerChrysler Auto Trust 2008-B” in each and every instance in which such phrase appears and replacing it with the following phrase:

     “Chrysler Financial Auto Securitization Trust 2008-B”

     B. The Owner Trustee is hereby authorized and directed to sign this Amendment and to file with the Secretary of State a certificate of amendment to the certificate of trust in the form attached hereto as Annex A.

II. MISCELLANEOUS.

     A. Successors and Assigns. This Amendment shall be binding upon, and shall enure to the benefit of, the parties hereto, and their respective successors and assigns.

     B. Full Force and Effect. Except to the extent modified hereby, the Trust Agreement shall remain in full force and effect.

     C. Governing Law. This Amendment shall be construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

     D. Effectiveness of Amendment. This Amendment shall be effective immediately upon execution by the parties hereto.

     E. Capitalized Terms. Capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.

     F. Severability of Provisions. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment which are valid, enforceable and legal.

[SIGNATURE PAGE FOLLOWS]

2

     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.

	BNY MELLON TRUST OF DELAWARE, as Owner Trustee
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Assistant Vice President

	CHRYSLER FINANCIAL SERVICES AMERICAS LLC
	By:	/s/  Q. Xxxxx Xxx
		Name:	Q. Xxxxx Xxx
		Title:	Assistant Secretary

Acknowledged and agreed as of the day and year first above written: CHRYSLER RESIDUAL HOLDCO LLC
By:	Chrysler Financial Services Americas LLC
By:	/s/  Q. Xxxxx Xxx
	Name:	Q. Xxxxx Xxx
	Title:	Assistant Secretary

Annex A

[Form of certificate of amendment to the certificate of trust]

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF TRUST
OF
DAIMLERCHRYSLER AUTO TRUST 2008-B

          THIS Certificate of Amendment to Certificate of Trust of DaimlerChrysler Auto Trust 2008-B (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned trustee to amend a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the “Act”).

          1. Name: The name of the statutory trust amended hereby is DaimlerChrysler Auto Trust 2008-B.

          2. Amendment: The Certificate of Trust of the Trust is hereby amended by changing the name of the statutory trust to Chrysler Financial Auto Securitization Trust 2008-B.

          3. Effective Date: This Certificate of Amendment shall be effective upon its filing with the Secretary of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act.

BNY MELLON TRUST OF DELAWARE, as
Owner Trustee
 

By:  

Name:  

Title: