KW 2013 Exhibit 4.37


EXECUTION VERSION


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”).
WITNESSETH THAT:
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.
AGREEMENT
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.


 [Remainder of this Page Intentionally Left Blank; Signature Pages Follow]


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
Kennedy-Wilson, Inc., as Company
		
	By:
	/s/ JUSTIN ENBODY                                          
Name: Justin Enbody 
Title:   Chief Financial Officer


Each of the Guarantors named in Exhibit A hereto
		
	By:
	/s/ IN KU LEE                                                     
Name: In Ku Lee 
Title:   Vice President












Wilmington Trust, National Association, as Trustee
		
	By:
	/s/ JANE SCHWEIGER                                                  
Name: Jane Schweiger 
Title: Vice President




Exhibit A
Released Subsidiaries


KW UR INVESTMENTS 1, LLC
KW UR INVESTMENTS 2, LLC