Exhibit
      4.1

            


    

     

    
      


       

      THIRD
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
(as successor by merger to WELLS FARGO BANK
MINNESOTA,  NATIONAL ASSOCIATION), a national banking
association,

      as
trustee

      


      


      Dated
as of March 26, 2010

      


      


      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

      an
Amended and Restated Second Supplemental Indenture

      Dated
as of January 17, 2008


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      THIRD
SUPPLEMENTAL INDENTURE

       

      THIS
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental
Indenture”) is entered into as of March 26, 2010, by and between KH
FUNDING COMPANY, a Maryland corporation (the “Company”) and WELLS FARGO
BANK, NATIONAL ASSOCIATION (as successor by merger to WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION), a national banking association, as trustee
(the “Trustee”).

       

      WHEREAS,
the Company and the Trustee entered into the Indenture, dated as of August 2,
2004, as amended and supplemented (the “Indenture”), relating to the
Company’s Series 3 Senior Secured Investment Debt Securities (the “Series 3 Debt”) and Series 4
Subordinated Unsecured Investment Debt Securities (the “Series 4 Debt” together with
the Series 3 Debt, the “Securities”);
and

      


      WHEREAS,
the Company and Trustee desire to amend the Indenture to allow for the
appointment of more than one trustee with respect to the Securities, subject to
certain limitations stated herein.

      


      NOW
THEREFORE, in consideration of the foregoing and for good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Securities as follows:

      


      ARTICLE
I

       

      AMENDMENTS
TO THE INDENTURE

       

      Section 1.01.    Amendment to Section
6.10.  The second paragraph of Section 6.10 shall be amended to
read as follows:

      


      First: to
all Trustees hereunder, their respective agents and attorneys for amounts due
under Section 7.7, including payment of all compensation, expenses and
liabilities incurred, and all advances made, if any, by such Trustees, and the
costs and expenses of collection;

      


      Section 1.02.    Amendment to Section 7.8 of the
Indenture.  Section 7.8 of the Indenture is hereby deleted in
its entirety and replaced with the following:

      


      Section
7.8.  Replacement of Trustee.

      


      A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.8.

      


      The
Trustee may resign and be discharged at any time with respect to the Securities
of one or more series by so notifying the Company in writing.  The
Holders of a majority in principal amount of the then outstanding Securities may
remove the Trustee with respect to the Securities of one or more series by so
notifying such Trustee and the Company in writing.  The Company may
remove any Trustee if:

      


      (1) the
Trustee fails to comply with Section 7.10;

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      (2) the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;

      


      (3) a
Custodian or public officer takes charge of the Trustee or its
property;

      


      (4) the
Trustee becomes incapable of acting as Trustee under this Indenture;
or

      


      (5) the
Company so elects, provided such replacement Trustee is qualified and reasonably
acceptable.

      


      If the
Trustee resigns or is removed or if a vacancy exists in the office of the
Trustee for any reason with respect to any series of Securities, the Company
shall promptly appoint a successor Trustee or Trustees with respect to such
series of Securities (it being understood that at any time there shall be only
one Trustee with respect to the Securities of any particular
series).  Within one year after the successor Trustee with respect to
the Securities of any series takes office, the Holders of a majority in
principal amount of the Securities of such series then outstanding may appoint a
successor Trustee to replace the successor Trustee appointed by the
Company.

      


      If a
successor Trustee with respect to the Securities of any series does not take
office within 30 days after the retiring or removed Trustee resigns or is
removed, the retiring or removed Trustee, the Company or the Holders of at least
10% in principal amount of the then outstanding Securities of such series may,
at the expense of the Company, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

      


      If the
Trustee with respect to the Securities of a series fails to comply with Section
7.10, any Holder of Securities of such series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to the Securities of such series.

      


      In case
of the appointment of a successor Trustee, such successor Trustee shall deliver
a written acceptance of its appointment to the retiring Trustee and the
Company.  Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the retiring Trustee under this Indenture with respect to
the series of Securities as to which the appointment relates.  The
successor Trustee shall mail a notice of its succession to
Holders.  The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.7.

      


      In case
of the appointment of a successor Trustee with respect to the Securities of any
series, the Company, the retiring Trustee and the successor Trustee shall
execute and deliver an indenture supplemental hereto in which the successor
Trustee shall accept such appointment and that (1) shall confer to the successor
Trustee all the rights, powers and duties of the retiring Trustee with respect
to the series of Securities to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall confirm that all of the rights, powers and duties of the
retiring Trustee with respect to the series of Securities as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee.  Nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, and each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee.  Upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee shall
have all the rights, powers and duties of the retiring Trustee with respect to
the series of Securities to which the appointment of such successor Trustee
relates.  On request of the Company or any successor Trustee, such
retiring Trustee shall transfer to such successor Trustee all property held by
such retiring Trustee as Trustee with respect to the series of Securities to
which the appointment of such successor Trustee relates.  Such
retiring Trustee shall, however, have the right to deduct its unpaid fees and
expenses, including attorneys’ fees.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      Notwithstanding
replacement of a Trustee or Trustees pursuant to this Section 7.8, the
obligations of the Company under Section 7.7 shall continue for the benefit of
the retiring Trustee or Trustees.

       

      ARTICLE
II

       

      MISCELLANEOUS

       

      Section 2.01.    Defined
Terms.  Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Indenture.

       

      Section 2.02.    Governing Law.  The
internal law of the State of Maryland shall govern this Third Supplemental
Indenture and the Securities, without regard to the conflict of laws provisions
thereof.

       

      Section 2.03.    Supplemental Indentures Part of
Indenture.  Except as expressly amended or contemplated hereby,
the Indenture, the First Supplemental Indenture dated as of July 1, 2005, and
the Amended and Restated Supplemental Indenture dated as of January 17, 2008 are
in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect.  Upon the
execution and delivery of this Third Supplemental Indenture by the Company and
the Trustee, the Indenture shall be supplemented in accordance
herewith.  This Third Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder heretofore or hereafter
authenticated and delivered shall be bound hereby.

       

      Section 2.04.    Counterparts.  The
parties may sign any number of copies of this Third Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together shall represent the same agreement.  The exchange of copies
of this Third Supplemental Indenture and of signature pages by facsimile or
PDF transmission shall constitute effective execution and delivery of this Third
Supplemental Indenture as to the parties hereto and may be used in lieu of the
original Third Supplemental Indenture for all purposes.  Signatures of
the parties hereto transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


       

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

      

         

        
          	 	      
                  KH
      FUNDING COMPANY

                  


                  /s/ Robert L.
      Harris                                                                           

                  Name:  Robert
      L. Harris

                  Title:    President
      and Chief Executive Officer

                  
 

                  WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as Trustee

                   

                  /s/ James R.
      Lewis                                                                           

                  Name:  James
      R. Lewis

                  Title:    Vice
      President

                


        

         

      

      
        [Signature
page to Third Supplemental Indenture]