EX-4.1







	 	 	 	 	 



Exhibit 4.1




AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED

TRUST AGREEMENT

OF

DAIMLERCHRYSLER MASTER OWNER TRUST




          This Amendment No. 1, dated as of December 17, 2008 (the “Amendment”), to the
Amended and Restated Trust Agreement of DaimlerChrysler Master Owner Trust (the
“Trust”) is made and entered into by DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC, a
Delaware limited liability company (the “Depositor”), as Beneficiary, and DEUTSCHE
BANK TRUST COMPANY DELAWARE (which has succeed Chase Bank USA, National Association (formerly
Chase Manhattan Bank USA, National Association)), as Owner Trustee (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 Formation of the Trust as filed with the office of the Secretary of State of the
State of Delaware (the “Secretary of State”) on June 6, 2002, as amended by the Certificate
of Amendment thereto, filed in the office of the Secretary of State on December 4, 2006, and (ii) The
Trust Agreement dated as of June 1, 2000 between the Depositor and the Owner Trustee (the
“Initial Trust Agreement”):




          WHEREAS, the Initial Trust Agreement was amended and restated in its entirety by the
Amended and Restated Trust Agreement, dated as of December 16, 2004 (the “Current Trust
 Agreement”);




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




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




I. AMENDMENTS.




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




          “Master Chrysler Financial Owner Trust”




          B. The Owner Trustee is hereby authorized and directed 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
Current Trust Agreement shall remain in full force and effect.




          C. Governing Law. THIS AMENDMENT WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
OF SUCH STATE.




          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 Current 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 deteremined 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.




	 	 	 	 	 
	 	DAIMLERCHRYSLER WHOLESALE

RECEIVABLES LLC,

as Beneficiary



By: Chrysler SPV LLC

 	 
	 	By:  	/s/  Q. Gwynn Lam 	 
	 	 	Name:  	Q. Gwynn Lam 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY

DELAWARE,

as Owner Trustee

 	 
	 	By:  	/s/ Michelle S. Farally
 	 
	 	 	Name:  	Michelle S. Farally 	 
	 	 	Title:  	Associate 	 
	 
	 	 	 
	 	By:  	/s/ David Dwyer
 	 
	 	 	Name:  	David Dwyer 	 
	 	 	Title:  	Vice President 	 
	 



DCMOT Name Change — Amendment to Trust




 









 








Annex A




[Form of certificate of amendment to certificate of trust]




 









 








CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF TRUST

OF

DAIMLERCHRYSLER MASTER OWNER TRUST




          THIS Certificate of Amendment to Certificate of Trust of DaimlerChrysler
Master Owner Trust (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.) to read as follows:




          1. Name. The name of the statutory trust amended hereby is
DaimlerChrysler Master Owner Trust.




          2. Amendment. The Certificate of Trust is hereby amended by changing
the name of the statutory trust to Master Chrysler Financial Owner Trust.




          3. Effective Date. This Certificate of Amendment shall be
effective upon filing.




          IN WITNESS WHEREOF, this undersigned has executed this Certificate
of Amendment in accordance with Section 381l(a)(2) of the Act.




	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its
individual capacity,
but solely as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: