AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC
Exhibit 3.2
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC
TO THE
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC
This Amendment No. 2 to the Amended and Restated Limited Liability Company Agreement of
DaimlerChrysler Wholesale Receivables LLC (the “Company”), dated as of December 17, 2008
(this “Amendment”), is made and entered into by CHRYSLER SPV LLC, a Michigan limited
liability company (formerly known as Chrysler Financial Receivables Corporation) and CHRYSLER AUTO
RECEIVABLES COMPANY, a Delaware corporation, as the members of the
Company (the “Members”).
WITNESSETH
WHEREAS, the Company is a Delaware limited liability company that was formed under
the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et
seq. (the
“Act”), pursuant to (i) the Certificate of Formation of the Company as filed with the
office of the Secretary of State of the State of Delaware on February 24, 2000, and (ii) the
Limited Liability
Company Agreement of the Company, dated as of
February 29, 2000 (the “Initial LLC
Agreement”);
WHEREAS, the Initial LLC Agreement was amended and restated in its entirety by the Amended
and Restated Limited Liability Company Agreement of the Company, dated as of May 31, 2000, as
amended by the First Amendment thereto, dated as of August 2, 2007 (as so amended, the
“Current LLC Agreement”);
WHEREAS,
the Members desire to change the name of the Company and amend the Current LLC Agreement as
set forth herein;
NOW, THEREFORE, intending to be legally bound, the parties hereto
hereby
agree as follows:
I. AMENDMENTS.
A. The Current LLC Agreement is hereby amended by deleting the
phrase “DaimlerChrysler Wholesale Receivables LLC” in each and every instance
in which such phrase appears and replacing it with the following phrase:
B. Section 1.2 of the Current LLC Agreement is hereby deleted in
its entirety
and replaced with the following:
“1.2
Name and Office. The name of the Company shall be Chrysler Financial
Wholesale Receivables LLC, and its office shall
be located at 00000 Xxxxxxx Xxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 or such other place as the
Members may determine from time to time.”
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 LLC
Agreement shall remain in full force and effect.
C. Governing
Law. The validity and interpretation of, and the sufficiency and
performance under, this Amendment shall be governed by Delaware law, without regard to
principles of conflict of 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 Current LLC 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.
CHRYSLER SPV LLC, as Member |
||||
By: | /s/ Q. Xxxxx Xxx | |||
Name: | Q. Xxxxx Xxx | |||
Title: | Assistant Secretary | |||
CHRYSLER AUTO RECEIVABLES
COMPANY, as Member |
||||
By: | /s/ Q. Xxxxx Xxx | |||
Name: | Q. Xxxxx Xxx | |||
Title: | Assistant Secretary | |||
DCWR Name Change — Amendment No. 2