EX-4.1






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/ 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:  	/s/  Q. Gwynn Lam	 
	 	Name:  	Q. Gwynn Lam 	 
	 	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: