Ninth Supplemental Indenture dated December 28, 2011



 Exhibit 4.9 
 NINTH SUPPLEMENTAL INDENTURE 
 dated as of December 28, 2011

 among 

Kennedy-Wilson, Inc., 
 Kennedy-Wilson Holdings, Inc., 
 The Released Subsidiaries Party Hereto,

 The Guarantors Party Hereto 
 and 
 Wilmington Trust, National Association 

as Trustee 
  

 
 8.750% Senior
Notes due 2019 







 THIS NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered
into as of December 28, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Anaheim Land Partners LLC, a Delaware limited liability company, Pacifica West Coast Partners, LLC, a California limited
liability company, KW Multi-Family Management Group, a California corporation, KW Mill Creek Property Manager, LLC, a California limited liability company, KW Sunrise Carlsbad, LLC, a Delaware limited liability company, and Sunrise Property
Associates, LLC, a Delaware limited liability company (each a “Released Subsidiary” and collectively, the “Released Subsidiaries”), the Guarantors (as defined in the Indenture referred to below), Kennedy-Wilson
Holdings, Inc., a Delaware corporation, as the Parent Guarantor (the “Parent Guarantor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). 

RECITALS 

WHEREAS, the Company, the Guarantors party thereto and Wilmington Trust FSB, as trustee, 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, 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 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, Released
Subsidiaries, the Parent Guarantor and the Guarantors 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 Section 9.01 of the 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 Indenture. 

  
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 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. 

  
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 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 Holdings, Inc., as Parent Guarantor
		
	By:	 	 /s/ Freeman A. Lyle

		 	Name: Freeman A. Lyle
		 	Title:   Chief Financial Officer
	
	Wilmington Trust, National Association, as Trustee
		
	By:	 	 /s/ Jane Schweiger

		 	Name: Jane Schweiger
		 	Title:   Vice President
	
	Each of the Guarantors named in Exhibit A hereto
		
	By:	 	 /s/ Freeman A. Lyle

		 	Name: Freeman A. Lyle
		 	Title:   President and Secretary
	
	Each of the Released Subsidiaries named in Exhibit B hereto
		
	By:	 	 /s/ Freeman A. Lyle

		 	Name: Freeman A. Lyle
		 	Title:   President and Secretary


 [Supplemental Indenture Signature Page] 







 Exhibit A 

Guarantors 

KENNEDY-WILSON PROPERTIES LTD. 
 KENNEDY-WILSON
PROPERTY SERVICES, INC. 
 KENNEDY-WILSON PROPERTY SERVICES II, INC. 
 KENNEDY WILSON PROPERTY SERVICES III, LP 
 KENNEDY-WILSON PROPERTY EQUITY, INC. 

KENNEDY-WILSON PROPERTY EQUITY II, INC. 

KENNEDY-WILSON PROPERTY SPECIAL EQUITY, INC. 

KENNEDY-WILSON PROPERTY SPECIAL EQUITY II, INC. 

KENNEDY WILSON PROPERTY SPECIAL EQUITY III, LLC 

K-W PROPERTIES 
 KENNEDY WILSON PROPERTY SERVICES
III GP, LLC 
 KW BASGF II MANAGER, LLC 

KWF INVESTORS I, LLC 
 KWF INVESTORS II, LLC

 KW INVESTORS III, LLC 
 KWF MANAGER
I, LLC 
 KWF MANAGER II, LLC 
 KWF
MANAGER III, LLC 
 KENNEDY WILSON OVERSEAS INVESTMENTS, INC. 
 FAIRWAYS 340 CORP. 
 KW - RICHMOND, LLC 
 SG KW VENTURE I MANAGER LLC 
 KW LOAN PARTNERS I, LLC 

KW LOAN PARTNERS II LLC 
 KW SUMMER HOUSE
MANAGER, LLC 
 KW MONTCLAIR, LLC 
 KW
BLOSSOM HILL MANAGER, LLC 
 KW SERENADE MANAGER, LLC 
 K-W SANTIAGO INC. 
 KW REDMOND MANAGER, LLC 

DILLINGHAM RANCH AINA LLC 
 68-540 FARRINGTON,
LLC 
 KW DILLINGHAM AINA LLC 
 KENNEDY
WILSON FUND MANAGEMENT GROUP, LLC 
 KENNEDY WILSON INTERNATIONAL 
 KENNEDY WILSON TECH, LTD. 
 KWP FINANCIAL I. 

KENNEDY WILSON AUCTION GROUP INC. 

KENNEDY-WILSON PROPERTIES, LTD. 
 KWF MANAGER IV,
LLC 
 KWF MANAGER V, LLC 







 KW IRELAND, LLC 
 KENNEDY WILSON PROPERTY EQUITY IV, LLC 
 KW RESIDENTIAL GROUP, INC. 

KWF FUND IV – KOHANAIKI, LLC 
 KW TELSTAR
PARTNERS, LLC 
 KWF INVESTORS IV, LLC 

KWF INVESTORS V, LLC 







 Exhibit B 

Released Subsidiaries 

KW ANAHEIM LAND PARTNERS LLC 
 PACIFICA WEST
COAST PARTNERS, LLC 
 KW MULTI-FAMILY MANAGEMENT GROUP 
 KW MILL CREEK PROPERTY MANAGER, LLC 
 KW SUNRISE CARLSBAD, LLC 

SUNRISE PROPERTY ASSOCIATES, LLC