Fifth Supplemental Indenture dated August 5, 2011



 Exhibit 4.5 
 FIFTH SUPPLEMENTAL INDENTURE 
 dated as of August 5, 2011 

among 

Kennedy-Wilson, Inc., 
 The Guarantors Party Hereto 
 and 

Wilmington Trust, National Association 
 as Trustee 
  

 
 8.750% Senior
Notes due 2019 







 THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered
into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company (the “Undersigned”) and Wilmington
Trust, National Association, as trustee (the “Trustee”). 
 RECITALS 

WHEREAS, the Company, the Guarantors party thereto and Wilmington Trust FSB entered into the Indenture, dated as of April 1, 2011
(the “Indenture”), relating to the Company’s 8.750% Senior Notes due 2019 (the “Notes”); 

WHEREAS, the Trustee succeeded Wilmington Trust FSB, as trustee under the Indenture as of July 1, 2011, pursuant to the provisions
of Section 7.09 of the Indenture; 
 WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of
the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created domestic Restricted Subsidiaries, other than Non-Material Subsidiaries and other than any Restricted Subsidiary prohibited from providing a
Guarantee by any agreement governing Non-Recourse Indebtedness (or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower under any Non-Recourse
Indebtedness), any joint venture agreement or the terms of any Co-investment Vehicle or any separate account or investment program managed, operated or sponsored by an Investment Subsidiary, to provide Guaranties. 

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. Each Undersigned, by its execution of this Supplemental
Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 11 thereof. 

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

  
 1 








 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/ Freeman A. Lyle

		 	Name: Freeman A. Lyle
		 	Title: Chief Financial Officer
	
	Kennedy Wilson Property Equity IV, LLC
		
	 By:
	 	 /s/ John C. Prabhu

		 	Name: John C. Prabhu
		 	Title: Vice President
	
	Wilmington Trust, National Association as Trustee
		
	 By:
	 	 /s/ Timothy P. Mowdy

		 	Name: Timothy P. Mowdy
		 	Title: Vice President


  
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