EXHIBIT 4.2
                                                                     -----------

                             AMENDMENT OF INDENTURE


     THIS AMENDMENT, made as of the 23rd day of December, 2009, by and among the
American  Church  Mortgage  Company,  as obligor  ("ACMC"),  and Herring Bank, a
banking association (the "Trustee").

                                   WITNESSETH:

     WHEREAS,  ACMC and the Trustee entered into that certain Indenture dated as
of April 1, 2009,  with respect to the issuance of up to $20,000,000 of Series C
Secured Investor Certificates (the "Indenture"); and

     WHEREAS, as of the date hereof, less than $350,000 of said Series C Secured
Investor Certificates have been sold; and

     WHEREAS, ACMC has requested that the Indenture be amended to permit the
issuance of four (4), five (5), six (6) and seven (7) year maturities of Secured
Investor Certificates; and

     WHEREAS,  the  Trustee  is  willing  to  amend  the  Indenture  to add  the
additional requested maturities as set forth herein; and

     WHEREAS, no holder consent is necessary in connection with the amendment of
the Indenture as set forth herein as this  amendment,  among other things,  does
not adversely affect the legal rights of any holder under the Indenture.

     NOW, THEREFORE,  in consideration of the foregoing premises, and further in
consideration  of  the  mutual  promises  herein  contained,   the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
amend the Indenture as follows:

     1.   AMENDMENT OF INDENTURE. The Indenture is hereby amended as follows:

          a.   Section 2.1(b) is hereby revised to provide as follows:

               (b) Except as  provided in Section  2.14  hereof,  each  Security
               shall  not be  evidenced  by a  promissory  note.  The  record of
               beneficial  ownership of the  Securities  shall be maintained and
               updated  by  the   Registrar   through  the   establishment   and
               maintenance  of Accounts.  Initially,  each Security  shall be in
               such  denominations as may be designated from time to time by the
               Company.  Each Security  shall have a term of four (4), five (5),
               six (6) or seven (7)  years or a term of not less  than  thirteen
               (13) years and not  greater  than  twenty  (20) years as shall be
               designated by the Holder at the time of purchase,  subject to the
               Company's acceptance thereof.

     All capitalized  terms used but not otherwise defined herein shall have the
meaning assigned thereto in the Indenture.  Except as expressly  amended hereby,
the  Indenture  shall  remain in full  force and effect in  accordance  with its
original terms.



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

                                              AMERICAN CHURCH MORTGAGE COMPANY


                                              By:   /s/ Philip J. Myers
                                                    ----------------------------
                                                    Philip J. Myers, President


STATE OF MINNESOTA )
                   ) ss.
COUNTY OF HENNEPIN )

The foregoing  was  acknowledged  before me this 23rd day of December,  2009, by
Philip J. Myers,  in his  capacity as  President  of  American  Church  Mortgage
Company, a Minnesota corporation.


 /s/ Kathi M. Genz
------------------------
Notary Public

                                              HERRING BANK, as Trustee


                                              By:    /s/ Catana Gray
                                                     ---------------------------
                                              Name:  Catana Gray
                                              Title: Vice-President


STATE OF TEXAS     )
                   ) ss.
COUNTY OF POTTER   )

The foregoing was acknowledged before me this 23rd day of December, 2009, by
Catana Gray, in her capacity as Vice-President of Herring Bank.


/s/ Denise Messer
------------------------
Notary Public



                                       2