KENNEDY-WILSON, INC., as Issuer KW UR INVESTMENTS 1, LLC, KW UR INVESTMENTS 2, LLC, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE NO. 8 Dated as of January 16, 2014 to INDENTURE Dated as of November 28, 2012 7.75% SENIOR NOTES DUE 2042

SUPPLEMENTAL INDENTURE NO. 8 (the “Supplemental Indenture”), dated as of January 16, 2014, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), KW UR Investments 1, LLC, a Delaware limited liability company, KW UR Investments 2, LLC, a Delaware limited liability company (each a “Released Subsidiary” and collectively, the “Released Subsidiaries”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

WHEREAS, the Issuer and the Trustee have executed and delivered a base indenture, dated as of November 28, 2012 (as amended, supplemented or otherwise modified from time to time, and, together with the First Supplemental Indenture (as defined below, the “Indenture”) to provide for the future issuance of the Issuer’s debt securities to be issued from time to time in one or more series; and

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into that certain Supplemental Indenture No. 1, dated as of November 28, 2012 (the “First Supplemental Indenture”) , relating to the Issuer’s 7.75% Senior Notes due 2042 (the “Notes”);

WHEREAS, Section 10.09 of the Indenture provides that under certain circumstances the Guaranty (as defined in the Indenture) of a Released Subsidiary will terminate;

WHEREAS, the Released Subsidiaries have been designated as Unrestricted Subsidiaries in accordance with Section 4.11 of the First Supplemental Indenture and pursuant to Section 10.09(c) of the First Supplemental Indenture, the Guaranties previously provided by the Released Subsidiaries were automatically terminated.

WHEREAS, the Company and the Released Subsidiaries desire to evidence the termination of such Guaranties by the Released Subsidiaries;

WHEREAS, the Company and the Released Subsidiaries have duly authorized the execution and delivery of this Supplemental Indenture, subject to the terms and conditions described herein;

WHEREAS, the Company and the Released Subsidiaries have requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the terms and conditions set forth herein and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects; and

WHEREAS, pursuant to Sections 9.01and 10.09 of the First Supplemental Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1.    Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.    The Guaranty of each Released Subsidiary named above is hereby terminated pursuant to Section 10.09 of the First Supplemental Indenture.

Section 3.    This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.    This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.    The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Released Subsidiaries.

Section 6.    This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

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

KW UR INVESTMENTS 1, LLC

KW UR INVESTMENTS 2, LLC