Exhibit
4.1


SECOND
SUPPLEMENTAL INDENTURE


Dated as
of July 30, 2007


Between


DAIMLER FINANCE NORTH AMERICA LLC


DAIMLERCHRYSLER CANADA FINANCE INC.


DAIMLERCHRYSLER INTERNATIONAL FINANCE B.V.


as
Issuers,


DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION


as predecessor
Issuer,


DAIMLERCHRYSLER AG


as
Guarantor


And


THE BANK OF NEW YORK,


as
Trustee













SECOND SUPPLEMENTAL INDENTURE, dated as of July 30,
2007 (the “Second Supplemental Indenture”), among Daimler Finance North America
LLC (“DFNA”) a Delaware limited liability company, DaimlerChrysler North
America Holding Corporation (“DCNAH”), a Delaware corporation, formerly known
as Daimler-Benz North America Corporation, DaimlerChrysler Canada Finance Inc.
(“DCCF”), a Quebec corporation, formerly known as Daimler-Benz Canada, Inc.,
DaimlerChrysler International Finance B.V. (“DCIF”), a Netherlands company
established in Utrecht, the Netherlands, formerly known as Daimler-Benz
International Finance B.V., as issuers, DaimlerChrysler AG (the “Guarantor”), a
German corporation, as guarantor, and The Bank of New York (the “Trustee”), not
in its individual capacity but solely as successor trustee under the Indenture
referred to herein.


WHEREAS, DCNAH, DCCF, DCIF (each, an Issuer, and
collectively, the “Issuers”), the Guarantor and The Bank of New York (as
successor Trustee to The Chase Manhattan Bank), heretofore executed and
delivered an Indenture, dated as of September 17, 1996 (as
amended and supplemented by the First Supplemental Indenture, dated December
21, 1998, the “Indenture”), in respect of the debt securities to be issued
thereunder (collectively, the “Securities”). 
Pursuant to the Indenture, DCNAH has issued certain debt securities (the
“DCNAH Securities”).;


WHEREAS, Section 803 of the Indenture provides that a
wholly owned subsidiary of the Guarantor may assume the obligations of any
Issuer for the due and punctual payment of the principal of (and premium, if
any) and interest, if any, on Securities of any series issued by the Issuers in
respect of such Securities (including additional amounts required to be paid in
accordance with the provisions of the Indenture or any such Securities) and the
performance of every covenant of the Indenture and such Securities (together,
the “Indenture Obligations”);


WHEREAS, DFNA is a wholly owned subsidiary of the
Guarantor;


WHEREAS, to affirm the assumption of the Indenture
Obligations of DCNAH under the DCNAH Securities (the “DCNAH Indenture
Obligations”) for the due and punctual payment of the principal of, and
interest on, DCNAH Securities of any series issued under, and the performance
of every covenant of the Indenture and such DCNAH Securities, as provided in
the Indenture and this Second Supplemental Indenture, DFNA desires to enter
into this Second Supplemental Indenture with the Issuers, the Guarantor and the
Trustee thereby becoming an Issuer under the Indenture;


WHEREAS, to affirm that its Guarantees as Guarantor
shall apply to the obligations of DFNA (in substitution for DCNAH) under the
Indenture and the DCNAH Securities, as provided in the Indenture and this
Second Supplemental Indenture, the Guarantor desires to enter into this Second
Supplemental Indenture with DFNA, the Issuers and the Trustee;


WHEREAS, Section 901(1) of the Indenture provides that
the Issuers, the Guarantor and the Trustee may enter into a supplemental
indenture without obtaining the consent of any Holders of the Securities to
amend the Indenture, the Securities and the Guarantees to evidence the
assumption by DFNA of the DCNAH Indenture Obligations;


WHEREAS, Section 901(13) of the Indenture provides
that the Issuers, the Guarantor and the Trustee may enter into a supplemental
indenture without obtaining the consent of any 



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Holders of the Securities to amend the Indenture, the
Securities and the Guarantees to add additional issuers; and


WHEREAS, this Second Supplemental Indenture has been
duly authorized by all necessary corporate action of each party hereto, and all
things necessary have been done to make this Second Supplemental Indenture a
valid agreement of the parties hereto.


NOW, THEREFORE, DFNA, the Guarantor, the Trustee, and
the Issuers agree as follows for the equal and ratable benefit of the Holders
of the DCNAH Securities:


ARTICLE I



ASSUMPTION OF OBLIGATIONS
AND CONFIRMATION OF GUARANTEE


SECTION 1.1.          Assumption of Obligations.  DFNA hereby expressly assumes all of the
DCNAH Indenture Obligations (other than a covenant or other provision which has
expressly been included in the Indenture solely for the benefit of Securities
other than DCNAH Securities).  DFNA
further confirms that it will pay to the Holders of the DCNAH Securities such
additional amounts as provided by, and subject to the limitations set forth in,
the DCNAH Securities and the Indenture as may be necessary in order that every net
payment of the principal of (and premium, if any) and interest, if any, on the
DCNAH Securities will not be less than the amount provided for in the DCNAH
Securities to be then due and payable and such obligation shall extend to the
payment of any such additional amounts as necessary to compensate for or
indemnify against any deduction or withholding for or on account of any present
or future tax, assessment or governmental charge imposed upon such payment by
the United States, Germany, Canada or the Netherlands or any district,
municipality or political subdivision or taxing authority in the United States,
Germany, Canada or the Netherlands (it being understood that, except as
aforesaid, neither the Guarantor nor DFNA shall be obligated to make any indemnification
or payments in respect of any tax consequences to any Holder of the DCNAH
Securities as a result of the assumption of rights and obligations described in
Section 803 of the Indenture if the Guarantor or DFNA would not be obligated to
pay an additional amount pursuant to Section 1008 of the Indenture, as modified
by the DCNAH Securities, if the Guarantor or DFNA were the relevant Issuer).


SECTION 1.2.          Confirmation of Guarantee.  The Guarantor hereby confirms that its
Guarantees as Guarantor under the Indenture shall apply to the obligations of
DFNA (in substitution for DCNAH) under the Indenture and the DCNAH Securities.


SECTION 1.3.          Successor Corporation
Substituted; Release of DCNAH.  DFNA
is hereby substituted for and shall succeed to DCNAH, and may exercise every
right and power of an Issuer under the Indenture with the same effect as if
DFNA had initially been named as an Issuer thereto, and DCNAH is hereby
released from all liability as obligor under the Indenture and the Securities
issued thereunder. Upon execution of this Second Supplemental Indenture, DCNAH
shall cease to be an Issuer under the Indenture.



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SECTION 1.4.          Trustee’s Acceptance.  The Trustee hereby accepts this Second
Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.


ARTICLE II



MISCELLANEOUS


SECTION 2.1.          Effect of Second
Supplemental Indenture.  As of the
date of this Second Supplemental Indenture, the Indenture shall be supplemented
in accordance herewith, and this Second Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered under the Indenture shall
be bound thereby.


SECTION 2.2.          Indenture Remains in Full
Force and Effect.  Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.


SECTION 2.3.          Indenture and Second
Supplemental Indenture Construed Together. 
This Second Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this Second
Supplemental Indenture shall henceforth be read and construed together.


SECTION 2.4.          Confirmation and
Preservation of Indenture.  The
Indenture as supplemented by this Second Supplemental Indenture is in all
respects confirmed and preserved.


SECTION 2.5.          Conflict with Trust
Indenture Act.  If any provision of
this Second Supplemental Indenture limits, qualifies or conflicts with any
provision of the TIA that is required under the TIA to be part of and govern
any provision of this Second Supplemental Indenture, the provision of the TIA
shall control.  If any provision of this
Second Supplemental Indenture modifies or excludes any provision of the TIA
that may be so modified or excluded, the provision of the TIA shall be deemed
to apply to the Indenture as so modified or to be excluded by this Second
Supplemental Indenture, as the case may be.


SECTION 2.6.          Severability.  In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


SECTION 2.7.          Terms Defined in the
Indenture.  All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.


SECTION 2.8.          Headings.  The Article and Section headings of this
Second Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Second Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.


SECTION 2.9.          Benefits of Second
Supplemental Indenture, etc.  Nothing
in this Second Supplemental Indenture or the Securities, express or implied,
shall give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder 



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and the holders of the
Securities, any benefit of any legal or equitable right, remedy or claim under
the Indenture, this Second Supplemental Indenture or the Securities.


SECTION 2.10.        Successors.  All agreements of the parties in this Second
Supplemental Indenture shall bind their respective successors.


SECTION 2.11.        Trustee Not Responsible for
Recitals.  The recitals contained
herein shall be taken as the statements of DFNA, the Issuers and the Guarantor,
and the Trustee assumes no responsibility for their correctness.


SECTION 2.12.        Certain Duties and
Responsibilities of the Trustee.  In
entering into this Second Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.


SECTION 2.13.        Governing Law.  This Second Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.


SECTION 2.14.        Counterpart Originals.  The parties may sign any number of copies of
this Second Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.



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IN WITNESS WHEREOF, the
parties have caused this Second Supplemental Indenture to be duly executed as
of the date first written above.


	
  

  	
  DAIMLER FINANCE
  NORTH AMERICA LLC

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Peter Zirwes

  
	
   

  	
   

  	
  Name:

  	
  Peter Zirwes 

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Karl-Wilhelm
  Kaufmann

  
	
   

  	
   

  	
  Name:

  	
  Karl-Wilhelm
  Kaufmann 

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DAIMLERCHRYSLER
  NORTH AMERICA HOLDING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Peter Zirwes

  
	
   

  	
   

  	
  Name:

  	
  Peter Zirwes 

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Karl-Wilhelm
  Kaufmann

  
	
   

  	
   

  	
  Name:

  	
  Karl-Wilhelm
  Kaufmann 

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DAIMLERCHRYSLER
  CANADA FINANCE INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Peter Zirwes

  
	
   

  	
   

  	
  Name:

  	
  Peter Zirwes 

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Karl-Wilhelm Kaufmann

  
	
   

  	
   

  	
  Name:

  	
  Karl-Wilhelm
  Kaufmann 

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  




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  DAIMLERCHRYSLER
  INTERNATIONAL FINANCE B.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Peter Derks

  
	
   

  	
   

  	
  Name:

  	
  Peter Derks

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Martinus Vrijaldenhoven

  
	
   

  	
   

  	
  Name:

  	
  Martinus
  Vrijaldenhoven

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DAIMLERCHRYSLER
  AG

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Dr. Michael
  Mühlbayer

  
	
   

  	
   

  	
  Name:

  	
  Dr. Michael
  Mühlbayer

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Kurt Schäfer

  
	
   

  	
   

  	
  Name:

  	
  Kurt Schäfer

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Francine
  Springer

  
	
   

  	
   

  	
  Name:

  	
  Francine
  Springer

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



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