EX-10.1






Exhibit 10.1




EXECUTION COPY




AMENDMENT NO. 1 TO

SALE AND SERVICING AGREEMENT




          AMENDMENT NO. 1, dated as of November 28, 2008 (this “Amendment”), to the Sale and
Servicing Agreement, dated as of February 1, 2008 (the “Sale and Servicing Agreement”),
between DAIMLERCHRYSLER AUTO TRUST 2008-A, a Delaware statutory trust (the “Issuer”), and
CHRYSLER FINANCIAL SERVICES AMERICAS LLC (formerly known as DaimlerChrysler Financial Services
Americas LLC), a Michigan limited liability company (“CFSA”), as Seller and Servicer.



          WHEREAS, on the date hereof the Certificateholder has made a capital contribution in the
amount of $30,000,000 to the Issuer;



          WHEREAS, the parties hereto by this Amendment wish to amend the Sale and Servicing Agreement
to permit such capital contribution to be deposited in the Reserve Account and to amend the
definition of “Specified Reserve Amount”;



          WHEREAS, the parties hereto are entering into this Amendment in accordance with Section 10.01
of the Sale and Servicing Agreement and (i) Deutsche Bank Trust Company Americas ( the
“Indenture Trustee”) and The Bank of New York Mellon (Delaware) (the “Owner
Trustee”) have received the Opinion of Counsel required pursuant to said Section 10.01, (ii)
the Servicer has provided written notification of the substance of this Amendment to each of the
Rating Agencies and DBRS, Inc. and (iii) the Indenture Trustee and the Owner Trustee have received
the Opinion of Counsel required pursuant to Section 10.02(i)(1) of the Sale and Servicing
Agreement; and



          WHEREAS, all things necessary to make this Amendment a valid agreement of the parties to the
Sale and Servicing Agreement in accordance with its terms have been done;



          NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, and
the mutual terms contained herein, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties hereto hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions.
The capitalized terms used herein (including the preamble
and recitals hereto) and not otherwise defined herein shall have the meanings assigned thereto
pursuant to the Sale and Servicing Agreement.



 









 





ARTICLE II

AMENDMENT




     Section 2.01 Definitions.
The definition of “Specified Reserve Amount” contained in
Section 1.01 of the Sale and Servicing Agreement is hereby amended and restated in its entirety as
follows:




     “Specified Reserve Amount” means, with respect to any Payment Date on or after
November 28, 2008, an amount equal to the sum of the Reserve Account Initial Deposit plus
$30,000,000.



     Section 2.02 Amendment of Section 5.06 of the Sale and Servicing Agreement.
Section 5.06(b) of the Sale and Servicing Agreement is hereby amended and restated in its entirety
as follows:




     “(b) On November 28, 2008, the Issuer will deposit $30,000,000 into the Deposit
Account which amount shall be allocated to the Reserve Account and available for
application therefrom pursuant to this Agreement and the Indenture.”



ARTICLE III

MISCELLANEOUS




     Section 3.01 Effect of Amendment.
The Sale and Servicing Agreement as modified by
this Amendment and all rights and remedies of the parties thereunder are and shall continue to be
in full force and effect in accordance with the terms thereof, and the same as modified by this
Amendment are hereby ratified and confirmed in all such respects by the parties hereto.



     Section 3.02 Successors and Assigns.
This Amendment will inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns.



     Section 3.03 Effect of Section Headings.
The section headings in this Amendment are
for convenience only and shall not affect the construction of this Amendment.



     Section 3.04 Separability.
In case any provision of this Amendment shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



     Section 3.05
Governing Law.
THIS AMENDMENT, THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY CLAIM OR
CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF
THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AMENDMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY),
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED
AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT
WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).



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     Section 3.06 Counterparts.
This Amendment may be executed in any number of
counterparts (including by facsimile or other electronic means), each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same
instrument.



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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Sale and
Servicing Agreement to be duly executed as of the date and year first above written.



	 	 	 	 	 
	 	CHRYSLER FINANCIAL SERVICES 
AMERICAS LLC

 	 
	 	By:  	/s/ Laurence Guindi
 	 
	 	Name:  	Laurence Guindi 	 
	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	DAIMLERCHRYSLER AUTO TRUST 2008-A



By: THE BANK OF NEW YORK MELLON 
(DELAWARE), not in
its individual capacity, but 
solely as Owner Trustee

 	 
	 	By:  	/s/ James Ambagis
 	 
	 	Name:  	James Ambagis 	 
	 	Title:  	Assistant Vice President 	 
	 



DCAT 2008-A SSA Amendment No. 1




 









 








Consented to of the day and year first above written:





Deutsche
Bank National Trust Company for

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Not in its individual capacity, but solely as Indenture Trustee



	 	 	 	 	 
	 	 	 
	By:  	/s/ Michele H.Y. Voon
 	 	 
	 	Name:  	Michele H.Y. Voon 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	By:  	/s/
Mark DiGiacomo 	 	 
	 	Name:  	Mark DiGiacomo 	 
	 	Title:  	Assistant Vice President 	 
	 



DCAT 2008-A SSA Amendment No. 1