SECOND SUPPLEMENTAL SUBORDINATED INDENTURE

Exhibit 4.1

EXECUTION VERSION

SECOND SUPPLEMENTAL SUBORDINATED INDENTURE

dated as of May 16, 2008

among

RESIDENTIAL CAPITAL, LLC,

THE GUARANTORS PARTY HERETO

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

RESIDENTIAL CAPITAL, LLC

SECOND SUPPLEMENTAL INDENTURE

          THIS SECOND SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of May 16, 2008 (this “Supplemental Subordinated Indenture”), is by and among RESIDENTIAL CAPITAL, LLC, a Delaware limited liability company (the “Company”), the guarantors a party hereto (the “Guarantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking corporation duly incorporated and existing under the laws of the State of New York, as trustee (the “Trustee”).

RECITALS

          WHEREAS, the Company, the Guarantors and the Trustee entered into the Subordinated Indenture, dated as of April 17, 2006, as supplemented by that certain First Supplemental Subordinated Indenture, dated as of April 17, 2006, providing for the issuance of Floating Rate Subordinated Notes due 2009 (as supplemented, the “Subordinated Indenture”);

          WHEREAS, Section 10.02 of the Subordinated Indenture provides that the Subordinated Indenture may be amended with the consent of the Holders of not less than a majority in the aggregate principal amount of the Securities then outstanding, voting together as a single class (subject to certain exceptions);

          WHEREAS, the Company has commenced offers to exchange relating to any and all outstanding Securities and a consent solicitation with respect to the amendments to the Subordinated Indenture set forth herein (collectively, the “exchange offers and consent solicitation”), each pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement, dated as of May 5, 2008;

          WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join with them in entering into this Supplemental Subordinated Indenture for the purpose of amending the Subordinated Indenture in certain respects as permitted by Section 10.02 of the Subordinated Indenture;

          WHEREAS, the execution and delivery of this Supplemental Subordinated Indenture has been authorized by the Board of Directors of the Company and of each Guarantor; and

          WHEREAS, (1) the Company has received the consent of Holders of a majority in the aggregate principal amount of the outstanding Securities, voting together as a single class, and has satisfied all other conditions precedent, if any, provided under the Subordinated Indenture to enable the Company, the Guarantors and the Trustee to enter into this Supplemental Subordinated Indenture, all as certified by an Officers’ Certificate and a Resolution of the Board of Directors of the Company, delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Subordinated Indenture as contemplated by Sections 7.02, 10.02 and 16.04 of the Subordinated Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Subordinated Indenture an Opinion of Counsel relating to this Supplemental Subordinated Indenture as contemplated by Sections 7.02, 10.03 and 16.04 of the Subordinated Indenture.

          NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of all Securities, as follows:

ARTICLE I
DEFINITIONS

          Section 1.1 Deletion of Definitions . Section 1.01 of the Subordinated Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Subordinated Indenture as a result of the amendments set forth in Article II of this Supplemental Subordinated Indenture.

ARTICL