Exhibit
      4.6

    


    AMENDED
      AND RESTATED SECOND SUPPLEMENTAL INDENTURE

    


    KH
      FUNDING COMPANY, a Maryland corporation,

    as
      obligor 


    


    Series
      3 Senior Secured Investment Debt Securities

    


    $220,000,000.00

    


    and

    


    Series
      4 Subordinated Unsecured Investment Debt Securities

    


    $30,000,000.00

    


    WELLS
      FARGO BANK, National Association, a National Banking
      Association,

    as
      trustee


    


    Dated
      as of January 17, 2008


    


    Supplementing
      the Indenture

    Dated
      as of August 2, 2004

    as
      supplemented and amended by a 

    First
      Supplemental Indenture 

    Dated
      as of July 1, 2005 

    and

    a
      Second Supplemental Indenture

    Dated
      as of August 11, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    

      
        	
                ARTICLE
                  I. DEFINITIONS AND INCORPORATION BY REFERENCE 

              	 	
                2

              
	
                Section
                  1.5 Recitals; Duties of Trustee

              	 	
                2

              
	
                Section
                  1.6 Relationship to Original Indenture and Supplemental Indentures
                  

              	 	
                2

              
	 	 	 
	
                ARTICLE
                  II. THE SECURITIES 

              	 	
                2

              
	
                Section
                  2.1(A) Amount; Accounts; Interest; Maturity - Additional Securities
                  

              	 	
                2

              
	 	 	 
	
                ARTICLE
                  XI. MISCELLANEOUS 

              	 	
                4

              
	
                Section
                  11.17 Incorporation of Supplemental Indentures into Indenture
                  

              	 	
                4

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
      TABLE*

    

      
        	
                Trust
                  Indenture Act
                  Section 

              	 	
                Indenture
                  Section

              	 
	
                305(a)(1)

              	 	 	
                7.10

              	 
	
                (a)(2)
                  

              	 	 	
                7.10

              	 
	
                (a)(3)

              	 	 	
                NA

              	 
	
                (a)(4)

              	 	 	
                NA

              	 
	
                (a)(5)

              	 	 	
                NA

              	 
	
                (b)

              	 	 	
                7.8,
                  7.10

              	 
	
                (c)

              	 	 	
                NA

              	 
	
                311(a)

              	 	 	
                7.11

              	 
	
                (b)

              	 	 	
                7.11

              	 
	
                (c)

              	 	 	
                NA

              	 
	
                312(a)

              	 	 	
                2.5

              	 
	
                (b)

              	 	 	
                11.3

              	 
	
                (c)

              	 	 	
                11.3

              	 
	
                313(a)

              	 	 	
                7.6

              	 
	
                (b)(1)

              	 	 	
                NA

              	 
	
                (b)(2)

              	 	 	
                7.6

              	 
	
                (c)

              	 	 	
                7.6,
                  11.2

              	 
	
                (d)
                  

              	 	 	
                7.6

              	 
	
                314(a)

              	 	 	
                4.3,
                  4.4, 11.2

              	 
	
                (b)

              	 	 	
                4.4

              	 
	
                (c)(1)

              	 	 	
                11.4

              	 
	
                (c)(2)

              	 	 	
                11.4

              	 
	
                (c)(3)

              	 	 	
                NA

              	 
	
                (d)

              	 	 	
                NA

              	 
	
                (e)

              	 	 	
                11.5

              	 
	
                (f)

              	 	 	
                NA

              	 
	
                315(a)

              	 	 	
                7.1(b

              	
                )

              
	
                (b)

              	 	 	
                7.5,
                  11.2

              	 
	
                (c)

              	 	 	
                7.1(a

              	
                )

              
	
                (d)

              	 	 	
                7.1(c

              	
                )

              
	
                (e)

              	 	 	
                6.11

              	 
	
                316(a)(last
                  sentence)

              	 	 	
                2.10

              	 
	
                (a)(1)(A)

              	 	 	
                6.5

              	 
	
                (a)(1)(B)

              	 	 	
                6.4

              	 
	
                (a)(2)

              	 	 	
                NA

              	 
	
                (b)

              	 	 	
                6.7

              	 
	
                (c)

              	 	 	
                NA

              	 
	
                317(a)(1)

              	 	 	
                6.8

              	 
	
                (a)(2)

              	 	 	
                6.9

              	 
	
                (b)

              	 	 	
                2.4

              	 
	
                318(a)

              	 	 	
                11.1

              	 


      

    

    


    NA
      means
      not applicable

    *
      This
      Cross Reference Table is not part of this Supplemental Indenture

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED SECOND SUPPLEMENTAL INDENTURE

    


    THIS
      AMENDED AND RESTATED SECOND SUPPLEMENTAL INDENTURE dated as of January 17,
      2008
      (this “Amended Second Supplemental Indenture”) by and between KH Funding
      Company, a Maryland corporation, as issuer (the “Company”), and Wells Fargo
      Bank, National Association, a national banking association, as trustee (the
      “Trustee”), supplements and amends the Indenture dated as of August 2, 2004 (the
“Indenture”), as supplemented and amended by a First Supplemental Indenture
      dated as of July 1, 2005 (the “First Supplemental Indenture”) and a Second
      Supplemental Indenture dated as of August 11, 2006 (the “Second Supplemental
      Indenture”) (the Indenture, as supplemented and amended by the First
      Supplemental Indenture and the Second Supplemental Indenture is hereinafter
      referred to as the (“Original Indenture”).

    


    WITNESSETH
      THAT:

    


    WHEREAS,
      the Company and the Trustee have heretofore executed and delivered the Indenture
      to provide for the issuance of the Company’s debt securities to be issued in one
      or more series;

    


    WHEREAS,
      Section 2.1 of the Indenture provides, among other things, that the Company
      may
      issue, from time to time in accordance with the provisions of the Original
      Indenture, Additional Securities;

    


    WHEREAS,
      pursuant to the First Supplemental Indenture, the Company provided for the
      issuance of Additional Securities in the aggregate principal amount of
      $150,000,000;

    


    WHEREAS,
      pursuant to the Second Supplemental Indenture, the Company intended to provide
      for the issuance of Additional Securities in the aggregate principal amount
      of
      $250,000,000, but Section 2.1(A) of the Indenture, as amended thereby, purported
      to authorize only $150,000,000.

    


    WHEREAS,
      the Company desires to amend and restate the Second Supplemental Indenture
      to
      clarify the proper amount of authorized securities, to clarify that certain
      provisions of the First Supplemental Indenture were not affected by the
      amendment and restatement of Section 2.1(A) of the Indenture that was effected
      by the Second Supplemental Indenture, and to make certain other
      amendments;

    


    WHEREAS,
      all actions on the part of the Company necessary to authorize the execution
      of
      this Amended Second Supplemental Indenture have been duly taken;
      and

    


    WHEREAS,
      all acts and things necessary to make the Additional Securities authorized
      hereunder, when executed by the Company and authenticated and delivered by
      the
      Trustee as provided in the Original Indenture, the legal, valid and binding
      obligations of the Company, and to constitute these presents a valid and binding
      supplemental indenture according to its terms and binding on the Company, have
      been done and performed, and the Company in the exercise of the legal right
      and
      power vested in it, executes this Amended Second Supplemental Indenture and
      proposes to create, execute, issue and deliver the Third Additional Securities.
      

    


    NOW,
      THEREFORE, THIS AMENDED SECOND SUPPLEMENTAL INDENTURE WITNESSETH: 

    


    In
      consideration of the foregoing premises and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Company and the Trustee agree to amend and restate the Second Supplemental
      Indenture to read as follows:

     

    Terms
      used but not defined herein shall have the meanings given such terms in the
      Original Indenture.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    ARTICLE
      I.

    DEFINITIONS
      AND INCORPORATION

    BY
      REFERENCE


    


    Article
      I
      of the Original Indenture is supplemented by deleting Sections 1.5 and 1.6
      thereof and substituting the following in their stead:

     

    Section
      1.5. Recitals; Duties of Trustee. 

    


    The
      recitals contained in the First Supplemental Indenture and this Amended Second
      Supplemental Indenture (collectively, the “Supplemental Indentures”) are made by
      the Company and not by the Trustee; and all of the provisions contained in
      the
      Original Indenture in respect of the rights, privileges, immunities, powers
      and
      duties of the Trustee shall be applicable in respect hereof as fully and with
      like effect as if set forth herein in full.

    


    Section
      1.6. Relationship to Indenture and Supplemental Indentures.

    


    (a)
      The
      Indenture and the Supplemental Indentures shall be read, taken, and construed
      as
      one and the same instrument. However, in the event of a conflict or a difference
      between: (i) the provisions of the Indenture and the First Supplemental
      Indenture, the First Supplemental Indenture shall control; and (ii) the
      provisions of the Indenture or the First Supplemental Indenture, on the one
      hand, and this Amended Second Supplemental Indenture, on the other hand, this
      Amended Second Supplemental Indenture shall control. The provisions hereof
      shall
      remain in effect and shall be deemed a part of the Indenture for so long as
      the
      Investment Debt Securities remain outstanding. Except as amended and
      supplemented hereby, the provisions of the Original Indenture shall remain
      in
      full force and effect.

    


    (b)
      Additional supplemental indentures may be executed and delivered in accordance
      with the provisions of the Indenture. Nothing herein contained shall be deemed
      to relieve the Company from its obligations under the Indenture, any
      Supplemental Indenture or any other supplemental indenture for so long as each
      remains in effect and, except as expressly provided in the Indenture, no
      provision of any such supplemental indenture shall be deemed to relieve the
      Company from its obligations under this Amended Second Supplemental Indenture
      for so long as it remains in effect.

     

    ARTICLE
      II.

    THE
      SECURITIES

    


    Article
      II of the Original Indenture is supplemented by deleting Section 2.1(A) thereof
      and substituting the following in its stead:

    


    Section
      2.1(A). Amount; Accounts; Interest; Maturity - Additional
      Securities.

    


    (a)
      First
      Additional Securities.
      The
      aggregate principal amount of the Additional Securities that may be
      authenticated and delivered under the First Supplemental Indenture (the “First
      Additional Securities”) is $150,000,000. First Additional Securities may be
      subject to notations, legends or endorsements required by law, applicable rules
      and regulations and agreements to which the Company is subject or usage.


    


    The
      Company shall issue the First Additional Securities as provided in Section
      2.12
      of the Original Indenture. The record of beneficial ownership of the First
      Additional Securities shall be maintained and updated by the Company through
      the
      establishment and maintenance of Accounts. Each First Additional Security shall
      be in such denominations as may be designated from time to time by the Company.
      The First Additional Securities shall be Fixed Term Notes and Demand Notes.
      The
      Fixed Term Notes shall have maturity dates of one year, three years and five
      years. The Demand Notes shall have demand periods of one day or thirty days.
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Each
      First Additional Security shall bear interest from and commencing on its
      Interest Accrual Date at such rate of interest as the Company shall determine
      from time to time; provided, however, that (i) the Series 3 Senior Secured
      Security One Year Fixed Term Notes, Three Year Fixed Term Notes and Five Year
      Fixed Term Notes shall pay interest at an annual interest rate fixed at the
      time
      of issuance with the initial interest rates being 6.25%, 6.60% and 6.85%
      respectively, (ii) the Series 3 Senior Secured Security One Day Demand Notes
      and
      the Thirty Day Demand Notes shall pay interest at a variable annual interest
      rate with the initial rates being 5.00% and 5.25% respectively, and (iii) the
      Series 4 Subordinated Unsecured Security One Year Fixed Term Notes, Three Year
      Fixed Term Notes and Five Year Fixed Term Notes shall pay interest at an annual
      interest rate fixed at the time of issuance with the initial interest rates
      being 7.00%, 7.25% and 7.75% respectively. 

    


    (b)
      Second
      Additional Securities.
      The
      aggregate principal amount of the Additional Securities that may be
      authenticated and delivered under the Second Supplemental Indenture (the “Second
      Additional Securities”) is $250,000,000. Second Additional Securities may be
      subject to notations, legends or endorsements required by law, applicable rules
      and regulations and agreements to which the Company is subject or usage.


    


    The
      Company shall issue the Second Additional Securities as provided in Section
      2.12
      of the Original Indenture. The record of beneficial ownership of the Second
      Additional Securities shall be maintained and updated by the Company through
      the
      establishment and maintenance of Accounts. Each Second Additional Security
      shall
      be in such denominations as may be designated from time to time by the Company.
      The Second Additional Securities shall be Fixed Term Notes and Demand Notes.
      The
      Fixed Term Notes shall have maturity dates of one year, three years and five
      years. The Demand Notes shall have demand periods of one day or thirty days.
      

     

    Each
      Second Additional Security shall bear interest from and commencing on its
      Interest Accrual Date at such rate of interest as the Company shall determine
      from time to time; provided, however, that (i) the Series 3 Senior Secured
      Security One Year Fixed Term Notes, Three Year Fixed Term Notes and Five Year
      Fixed Term Notes shall pay interest at annual interest rates fixed at the time
      of their issuance, (ii) the Series 3 Senior Secured Security One Day Demand
      Notes and the Thirty Day Demand Notes shall pay interest at variable annual
      interest rates, and (iii) the Series 4 Subordinated Unsecured Security One
      Year
      Fixed Term Notes, Three Year Fixed Term Notes and Five Year Fixed Term Notes
      shall pay interest at annual interest rates fixed at the time of their issuance.
      

    


    (c)
      Payment
      of Interest on Additional Securities.
      Interest on each Additional Security will compound daily and will have interest
      paid, at the election of the Holder, either (i) monthly, quarterly,
      semi-annually or annually, or (ii) accrued and credited as principal to the
      Holder’s Account. To the extent any applicable interest payment date is not a
      Business Day, then interest shall be paid instead on the next succeeding
      Business Day. All interest payments on the Additional Securities shall be
      approved prior to payment by the Company’s Treasurer. 

     

    (d)
      Maturity
      and Redemption of Additional Securities.
      The
      Company will give each Holder of an Additional Security that is a Fixed Term
      Note (existing as of the applicable Maturity Record Date) a written notice
      at
      least seven days prior to the Maturity Date of the Fixed Term Note held by
      such
      Holder reminding such Holder of the pending maturity of the Fixed Term Note
      and
      noticing the Holder of the Company’s intention to repay, or if the Company does
      not intend to repay the Fixed Term Note, reminding the Holder that they must
      choose to either (i) redeem the Fixed Term Note, (ii) extend the Fixed Term
      Note, or (iii) transition the Fixed Term Note into a new account. If the Company
      gives notice to a Holder of the Company’s intention to repay a Fixed Term Note
      at maturity, no interest will accrue after the Maturity Date for such Fixed
      Term
      Note if payment is timely made. Otherwise, if a Holder requests repayment within
      seven days after the Maturity Date, the Company will pay interest on the Fixed
      Term Note during the period after the Fixed Term Note’s Maturity Date and prior
      to redemption at the rate being paid on such Fixed Term Note immediately prior
      to its maturity. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (e)
      Changes
      in Interest Rates.
      By
      filing a supplement to the Company's prospectus relating to Additional
      Securities, it may change the interest rates applicable to (i) outstanding
      Additional Securities that are One Day Demand Notes and Thirty Day Demand Notes
      and (ii) Additional Securities that are to be issued on and after the date
      of
      such prospectus supplement. 

    


    ARTICLE
      XI

    MISCELLANEOUS

    


    Article
      XI of the Original Indenture is supplemented to by deleting Section 11.17 and
      substituting the following in its stead:

    


    Section
      11.17. Incorporation of Supplemental Indentures into Indenture. 

    


    The
      Supplemental Indentures have been executed by the Company and the Trustee
      pursuant to the provisions of Section 2.1 of the Indenture, and the terms and
      conditions of the Supplemental Indentures shall be deemed to be a part of the
      Indenture for all purposes upon the effectiveness of the each such Supplemental
      Indenture. The Indenture, as amended and supplemented by the First Supplemental
      Indenture and this Amended Second Supplemental Indenture, is in all respects
      hereby adopted, ratified and confirmed. The Company and the Trustee, by their
      execution and delivery of the each Supplemental Indenture, and the Holders,
      by
      accepting the Additional Securities issued pursuant to a Supplemental Indenture,
      expressly agree to the terms and provisions contained in such Supplemental
      Indenture and to be bound thereby. 

    


    SIGNATURES

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amended Second Supplemental
      Indenture to be duly executed as of the day and year first written
      above.

     

    
      	
              ATTEST:

            	 	 	
              KH
                FUNDING COMPANY

            
	 	 	 	 
	 	 	 	 
	
              /s/

            	 	 	
              /s/
                Robert L. Harris

            
	
              

            	 	 	
              

              Robert
                L. Harris

              President

            


    

     

     

    
      	
              ATTEST

            	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION 

              as
                Trustee

            
	 	 	 	 
	 	 	 	 
	
              /s/

            	 	 	
              /s/
                Robert L. Reynolds

            
	
              

            	 	 	
              

              Robert
                L. Reynolds

              Vice
                President

            


    

     

    
      
        
        

      

      
        4