EX-4.1






Exhibit 4.1




AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED

TRUST AGREEMENT

OF

DAIMLERCHRYSLER AUTO TRUST 2007-A




          This
Amendment No. 1, dated as of December 17, 2008 (the “Amendment”), to the Amended and
Restated Trust Agreement of DaimlerChrysler Auto Trust 2007-A (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 The Bank of New York (Delaware)) (the “Owner Trustee”).



W I T N E S S E T H




          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 Amended and Restated Trust Agreement, dated as of November
1, 2007 (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
Company 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 2007-A” in each and every instance in which such phrase
appears
and replacing it with the following phrase:



          “Chrysler Financial Auto Securitization Trust 2007-A”



          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/ James Ambagis	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James Ambagis	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President	 	 
	 

	 	 	 	 	 		 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CHRYSLER FINANCIAL SERVICES	 	 
	 	 	AMERICAS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Q. Gwynn Lam	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Q. Gwynn Lam	 	 
	 

	 	 	 	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:

Name:
	 	/s/ Q. Gwynn Lam
 

Q. Gwynn Lam
	 	 
	 

	 	Title:
	 	Assistant Secretary