Exhibit 4.1
  
 


 


FIFTH SUPPLEMENTAL INDENTURE


Dated as of July 30, 2007


Between


DAIMLERCHRYSLER COMPANY LLC

as Issuer,


DAIMLERCHRYSLER AG

as Guarantor


And


U.S. BANK NATIONAL ASSOCIATION

as Trustee



   
 















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  PARTIES

  	
   

  	
  1

  
	
  RECITALS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Article One

  	
   

  
	
  AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Amendments to the Indenture with respect to the
  Debentures.

  	
  2

  
	
  SECTION 1.2

  	
  Release and Waivers.

  	
  3

  
	
   

  	
   

  	
   

  
	
  Article Two

  	
   

  
	
  GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Effectiveness.

  	
  3

  
	
  SECTION 2.2

  	
  Recitals.

  	
  4

  
	
  SECTION 2.3

  	
  Definitions.

  	
  4

  
	
  SECTION 2.4

  	
  Conflict with Trust Indenture Act.

  	
  4

  
	
  SECTION 2.5

  	
  Effect of Headings.

  	
  4

  
	
  SECTION 2.6

  	
  Successors and Assigns.

  	
  4

  
	
  SECTION 2.7

  	
  Separability Clause.

  	
  4

  
	
  SECTION 2.8

  	
  Benefits of Fifth Supplemental Indenture.

  	
  4

  
	
  SECTION 2.9

  	
  Governing Law.

  	
  4

  
	
  SECTION 2.10

  	
  Indenture Confirmed.

  	
  5

  
	
  SECTION 2.11

  	
  Notices.

  	
  5

  
				



 



 i















 


FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental
Indenture”), dated as of July 30, 2007, among, DaimlerChrysler Company LLC (the
“Company”), a Delaware limited liability company, in its capacity as issuer,
DaimlerChrysler AG (the “Guarantor”), a German corporation in its capacity as
guarantor and U.S. Bank National Association (the “Trustee”), not in its
individual capacity but solely as successor trustee under the under the
Indenture referred to herein.


RECITALS OF THE COMPANY


WHEREAS, the Company, the Guarantor and Manufacturers
Hanover Trust Company, as predecessor trustee, heretofore executed and
delivered an Indenture, dated as of March 1, 1985 (as amended and supplemented
by the First Supplemental Indenture dated as of May 30, 1986, the Second
Supplemental Indenture dated as of December 31, 1989, the Third
Supplemental Indenture (the “Third Supplemental Indenture”) dated as of
May 1, 1990 and the Fourth Supplemental Indenture dated as of February 15,
1999, as so supplemented and amended, the “Indenture”), pursuant to which the
Company has issued debentures, notes, bonds or other evidence of indebtedness,
including its debentures due 2020 in the aggregate principal amount of
$225,000,000 (the “Debentures”), issued on June 21, 2007 in exchange for the
outstanding  Auburn Hills 12.375% Trust
Guaranteed Exchangeable Certificates due 2020 (the “Certificates”), issued
pursuant to the Trust Agreement, dated as of May 1, 1990, as amended and
supplemented, among the Company, DCAG, as guarantor and The Bank of New York
Trust Company, N.A., as successor trustee.


WHEREAS, Section 902 of the Indenture provides that
the Company and the Trustee may amend certain terms and covenants of the
Indenture with respect to the Debentures with the consent of the Holders of not
less than 66 2/3% in principal amount of the outstanding Debentures as of the
date hereof affected by such amendments.


WHEREAS, the Company is undertaking to execute and
deliver this Fifth Supplemental Indenture to amend certain terms and covenants
of the Indenture with respect to the Debentures and to waive any past Defaults
and Events of Default under the Indenture (the “Proposed Amendments”) in
connection with its offer to purchase for cash any and all of the outstanding
Certificates and Debentures and solicitation of consents (the “Consents”) to
amend the Indenture with respect to the Debentures pursuant to the Offer to
Purchase and Consent Solicitation Statement (the “Offer to Purchase”) of the
Company dated as of June 15, 2007 and any amendments, modifications or
supplements thereto and the accompanying Consent and Letter of Transmittal (the
“Letter of Transmittal”) of the Company, dated as of June 15, 2007, and any
amendments, modifications or supplements thereto (the “Letter of Transmittal”
and, together with the Offer to Purchase, the “Offer and Consent Solicitation”).


WHEREAS, the Company has obtained the Consents to the
Proposed Amendments from Holders of more than 66 2/3% in principal amount of
the outstanding Debentures as of the date hereof.


WHEREAS, the parties hereto have each duly authorized
the execution and delivery of this Fifth Supplemental Indenture, and all things
necessary have been done to make this Fifth Supplemental Indenture a valid
agreement of the parties hereto.













 


NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE
WITNESSETH:


For and in consideration of the premises and the
covenants contained herein and intending to be legally bound hereby, it is
mutually agreed for the equal and proportionate benefit of all Holders of the
Debentures, as follows:


ARTICLE ONE


AMENDMENTS


SECTION 1.1                                                  Amendments
to the Indenture with respect to the Debentures.


With respect to the Debentures only, the Indenture is
hereby amended as follows:


(i)                                     Clauses
(4) and (5) of Section 501 are hereby amended by deleting all of such clauses
in their entirety and replacing in lieu thereof in each case the phrase “[intentionally
omitted]” and all references to such clauses contained elsewhere in the
Indenture are deleted in their entirety, and all references to Section 501 in
the Indenture shall mean Section 501 as amended hereby.


(ii)                                  Section
801 is hereby replaced in its entirety with the following, and all references
to Section 801 in the Indenture shall mean Section 801 as amended hereby:


“Company May Consolidate, etc., Only on
Certain Terms.          The
Company shall not consolidate with or merge into any other corporation or
limited liability company or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and the Company shall not
permit any Person to consolidate with or merge into the Company or convey,
transfer or lease its properties and assets substantially as an entirety to the
Company, unless the Company shall consolidate with or merge into another
corporation or limited liability company or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, the
corporation or limited liability company formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation or limited liability
company organized and existing under the laws of the United States of America,
any political subdividision thereof or any State thereof and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest on all the Debt Securities
and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed.”


(iii)                               The
heading of Section 802 is hereby amended by deleting the word “Corporation” and
replacing it with the word “Person”, and Section 802 is



 2
 









 


hereby amended
by deleting, in each instance, the word “corporation” and replacing it with the
word “Person”.  All references to Section
802 in the Indenture shall mean Section 802 as amended hereby.


(iv)                              Section
704 “Reports by the Company” is amended by deleting the text of such section in
its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”
and all references to such section contained elsewhere in the Indenture are
deleted in their entirety.


(v)                                 Section
1004 “Limitation on Liens” is amended by deleting the text of such section in
its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”
and all references to such section contained elsewhere in the Indenture are
deleted in their entirety.


(vi)                              Section
1005 “Limitation on Sales and Leasebacks” (as amended by Section 7.2 of the
Third Supplemental Indenture) is amended by deleting the text of such section
in its entirety and inserting in lieu thereof the phrase “[intentionally
omitted]” and all references to such section contained elsewhere in the
Indenture are deleted in their entirety.


(vii)                           All
definitions set forth in the Indenture that relate to defined terms used solely
in the sections and clauses deleted by this Fifth Supplemental Indenture are
deleted in their entirety hereby.


SECTION 1.2                                                  Release
and Waivers.


The Holders of the
Debentures hereby release and waive any and all claims they may have arising
from any prior action or failure to act that may constitute or give rise to a
Default or Event of Default or non-compliance by the Company, DCAG or their
affiliates under the Indenture.


ARTICLE TWO


GENERAL PROVISIONS


SECTION 2.1                                                  Effectiveness.


This Fifth Supplemental
Indenture shall become effective on and as of the date the counterparts hereto
shall have been executed and delivered by each of the parties hereto.  This Fifth Supplemental Indenture shall
become operative upon the earlier to occur of (x) the date on which the
tendered Debentures are accepted for purchase by the Company and are paid for
by the Company in accordance with the terms of the Offer and Consent
Solicitation and (y) the date on which the Company delivers a written,
irrevocable notice to Global Bondholder Services Corporation, as Depositary,
that all conditions to the Offer and Consent Solicitation have been waived or
satisfied.



 3
 









 


SECTION 2.2                                                  Recitals.


The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to validity or sufficiency of this Fifth Supplemental
Indenture.


SECTION 2.3                                                  Definitions.


Capitalized terms used in this Fifth Supplemental
Indenture which are not defined herein shall have the respective meanings set
forth in the Indenture.


SECTION 2.4                                                  Conflict
with Trust Indenture Act.


If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act that is required under such Act to
be a part of and govern this Fifth Supplemental Indenture, the latter provision
shall control.  If any provision of this
Fifth Supplemental Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Fifth Supplemental Indenture only as so modified or
excluded, as the case may be.


SECTION 2.5                                                  Effect
of Headings.


The Article and Section headings herein are for
convenience only and shall not affect the construction thereof.


SECTION 2.6                                                  Successors
and Assigns.


All covenants and agreements in this Fifth
Supplemental Indenture by each of the parties hereto shall bind or inure to the
benefit of its successors and assigns, whether so expressed or not.


SECTION 2.7                                                  Separability
Clause.


In case any provision in this Fifth Supplemental
Indenture or in the Debentures 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 2.8                                                  Benefits
of Fifth Supplemental Indenture.


Nothing in this Fifth Supplemental Indenture or in the
Debentures, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Fifth Supplemental Indenture.


SECTION 2.9                                                  Governing
Law.


This Fifth Supplemental Indenture shall be governed by
and construed in accordance with the laws of the jurisdiction which govern the
Indenture and its construction.



 4
 









 


SECTION 2.10                                            Indenture
Confirmed.


The Indenture, except as herein amended, supplemented
or modified, is in all respects ratified and confirmed by this Fifth
Supplemental Indenture, and the provisions of this Fifth Supplemental Indenture
shall be deemed to be a part of the Indenture.


SECTION 2.11                                            Notices.


Any request, demand, authorization, direction, notice,
consent, waiver of Act of Holders or other document provided or permitted by
the Indenture or this Fifth Supplemental Indenture to be made upon, given or
furnished to or filed with any of the parties hereto shall be furnished in
writing to such party at the address set forth in the preamble to this Fifth
Supplemental Indenture.


This instrument may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.



 5














 


IN WITNESS WHEREOF, the parties hereto have caused
this Fifth Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.


	
  ATTEST:

  	
   

  	
  DAIMLERCHRYSLER COMPANY LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Byron C. Babbish

  	
   

  	
  By:

  	
  /s/ Thomas W. LaSorda

  
	
  Name:  Byron C. Babbish

  	
   

  	
   

  	
  Name:

  	
  Thomas W. LaSorda

  
	
  Title:   Assistant Secretary

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Corporate Seal)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DAIMLERCHRYSLER AG

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ppa. Michael Mühlbayer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Dr. Michael Mühlbayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ ppa. Kurt Schäfer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kurt Schäfer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 











 


	
  ATTEST:

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  as successor Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Andrew M. Sinasky

  	
   

  	
  By:

  	
  /s/ James P. Freeman

  
	
  Name: Andrew M. Sinasky

  	
   

  	
   

  	
  Name:

  	
  James P. Freeman

  
	
  Title:   Vice President

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Corporate Seal)

  	
   

  	
   

  	
   

  	
   

  



 















ACKNOWLEDGMENTS


	
  STATE OF MICHIGAN

  	
  )

  	
   

  
	
   

  	
   

  	
  ss.:

  
	
  COUNTY OF OAKLAND

  	
  )

  	
   

  



 


On this 30th day of July, 2007, before me appeared
Thomas W. LaSorda, to me personally known, who, being by me duly sworn, did say
that he is the President of DAIMLERCHRYSLER COMPANY LLC, one of the parties
described in and which executed the above instrument, and that the seal affixed
to such instrument is the seal of such company, and that such instrument was
signed and sealed on behalf of such company by authority of its Board of
Directors, and such President acknowledged such instrument to be the free act
and deed of such company.


	
  

  	
   

  	
  /s/ Nancy G. Turnage

  
	
  [NOTARIAL SEAL]

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  My Commission Expires

  	
   September 25,
  2011