RESIDENTIAL CAPITAL, LLCSECOND SUPPLEMENTAL INDENTURE          THIS SECOND SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of May 16, 2008 (this “SupplementalSubordinated Indenture”), is by and among RESIDENTIAL CAPITAL, LLC, a Delaware limited liabilitycompany (the “Company”), the guarantors a party hereto (the “Guarantors”) and DEUTSCHE BANK TRUSTCOMPANY AMERICAS, a banking corporation duly incorporated and existing under the laws of the Stateof 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 SubordinatedIndenture, dated as of April 17, 2006, providing for the issuance of Floating Rate SubordinatedNotes due 2009 (as supplemented, the “Subordinated Indenture”);          WHEREAS, Section 10.02 of the Subordinated Indenture provides that the Subordinated Indenturemay be amended with the consent of the Holders of not less than a majority in the aggregateprincipal amount of the Securities then outstanding, voting together as a single class (subject tocertain exceptions);          WHEREAS, the Company has commenced offers to exchange relating to any and all outstandingSecurities and a consent solicitation with respect to the amendments to the Subordinated Indentureset forth herein (collectively, the “exchange offers and consent solicitation”), each pursuant to aConfidential 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 withthem in entering into this Supplemental Subordinated Indenture for the purpose of amending theSubordinated Indenture in certain respects as permitted by Section 10.02 of the SubordinatedIndenture;          WHEREAS, the execution and delivery of this Supplemental Subordinated Indenture has beenauthorized 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 aggregateprincipal amount of the outstanding Securities, voting together as a single class, and hassatisfied all other conditions precedent, if any, provided under the Subordinated Indenture toenable the Company, the Guarantors and the Trustee to enter into this Supplemental SubordinatedIndenture, all as certified by an Officers’ Certificate and a Resolution of the Board of Directorsof the Company, delivered to the Trustee simultaneously with the execution and delivery of thisSupplemental Subordinated Indenture as contemplated by Sections 7.02, 10.02 and 16.04 of theSubordinated Indenture, and (2) the Company has delivered to the Trustee simultaneously with theexecution and delivery of this Supplemental Subordinated Indenture an Opinion of Counsel relatingto this Supplemental Subordinated Indenture as contemplated by Sections 7.02, 10.03 and 16.04 ofthe Subordinated Indenture.
1

 
          NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for thebenefit of the others and for the equal and ratable benefit of the Holders of all Securities, asfollows:ARTICLE I