Exhibit

EXECUTION VERSION

Exhibit 4.10

KENNEDY-WILSON HOLDINGS, INC.,

as Parent

KENNEDY-WILSON, INC.,

as Issuer

THE SUBSIDIARY GUARANTORS PARTY HERETO

THE RELEASED ENTITIES PARTY HERETO

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

SUPPLEMENTAL INDENTURE NO. 8

Dated as of February 16, 2018

INDENTURE

Dated as of March 25, 2014

5.875% SENIOR NOTES DUE 2024

SUPPLEMENTAL INDENTURE NO. 8 (the “Supplemental Indenture”), dated as of February 16, 2018, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), KW Hanover Quay, LLC, a Delaware limited liability company, Kennedy Wilson Property Equity VI, LLC, a Delaware limited liability company, Kennedy Wilson Property Services VI, LLC, a Delaware limited liability company, KW LV 3 Sponsor, LLC, a Delaware limited liability company, KW NB LLC, a Delaware limited liability company and KW Camarillo Land, LLC, a Delaware limited liability company (each, a “New Guarantor” and, collectively, the “New Guarantors”), KW Harbor II, LLC, a Delaware limited liability company, KW Hillcrest Shopping Center, LLC, a Delaware limited liability company and KW Albuquerque Far North, LLC, a Delaware limited liability company (each, a “Released Entity” and collectively, the “Released Entities”), 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”).

WITNESSETH THAT:

WHEREAS, the Issuer and the Trustee have executed and delivered a base indenture, dated as of March 25, 2014 (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;

WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into that certain Supplemental Indenture No. 1, dated as of March 25, 2014 (the “First Supplemental Indenture”), relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause certain of its domestic Restricted Subsidiaries to provide Guaranties after the Issue Date (as defined in the Indenture);

WHEREAS, the Issuer desires, and this Supplemental Indenture is being executed and delivered pursuant to Sections 4.09 and 9.01(iv) of the First Supplemental Indenture, to cause the New Guarantors to provide a Guaranty and become Subsidiary Guarantors;

WHEREAS, Section 10.09 of the First Supplemental Indenture provides that under certain circumstances the Guaranties (as defined in the Indenture) of the Released Entities will terminate;

WHEREAS, the Issuer, the New Guarantors, the Released Entities, the Parent Guarantor and the Guarantors have duly authorized the execution and delivery of this Supplemental Indenture, subject to the terms and conditions described herein;

WHEREAS, the Issuer, the New Guarantors, the Released Entities, 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 Sections 9.01 and 10.09 of the First Supplemental Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE:

Each party hereto agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined herein) of the Notes.

Section 1. Capitalized terms used herein without definition shall have the respective definitions ascribed to them in the Indenture.

Section 2. Each New Guarantor, 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 X of the First Supplemental Indenture.

Section 3. Notwithstanding anything herein to the contrary, this Supplemental Indenture shall be subject, without limitation, to the last paragraph of Section 10.09 of the First Supplemental Indenture with the same force and effect as if such paragraph were reproduced herein.

Section 4. The Guaranties of the Released Entities are hereby released and discharged.

Section 5. THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEES OF THE NEW GUARANTORS, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR SUCH GUARANTEES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW).

Section 6. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 7. No past, present or future director, officer, employee, incorporator, member or stockholder or control person of the Issuer, the Parent or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Issuer, the Parent or any Subsidiary Guarantor under the Notes, any Guaranty, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note or any Guaranty waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes or any Guaranty.

Section 8. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and all subsequent supplements thereto, including this Supplemental Indenture, shall be read together.

Section 9. 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 or the recitals contained herein, all of which recitals are made solely by the Issuer, the Parent Guarantor, the New Guarantors and the Released Entities party hereto.

[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.


By:	Name: In Ku Lee


Title:	Vice President

KENNEDY-WILSON HOLDINGS, INC.


By:	Name: In Ku Lee


Title:	Vice President

KW HANOVER QUAY, LLC


By:	Name: In Ku Lee


Title:	Vice President

KENNEDY WILSON PROPERTY EQUITY VI, LLC


By:	Name: In Ku Lee


Title:	Vice President

KENNEDY WILSON PROPERTY SERVICES VI, LLC


By:	Name: In Ku Lee


Title:	Vice President

KW LV 3 SPONSOR, LLC


By:	Name: In Ku Lee


Title:	Vice President

KW NB, LLC


By:	Name: In Ku Lee


Title:	Vice President

KW CAMARILLO LAND, LLC


By:	Name: In Ku Lee


Title:	Vice President

KW HARBOR II, LLC


By:	Name: In Ku Lee


Title:	Vice President

KW HILLCREST SHOPPING CENTER, LLC


By:	Name: In Ku Lee


Title:	Vice President

KW ALBUQUERQUE FAR NORTH, LLC


By:	Name: In Ku Lee


Title:	Vice President

EACH OF THE GUARANTORS NAMED IN EXHIBIT A HERETO


By:	Name: In Ku Lee

Title: Vice President

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee


By:	Name:

Title:

Exhibit A

Guarantors

Kennedy-Wilson Properties, Ltd.

Kennedy-Wilson Property Services, Inc.

Kennedy-Wilson Property Services II, Inc.

Kennedy Wilson Property Services III, L.P.

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 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 Summer House Manager, LLC

KW Montclair, 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 Properties, LTD.

Kennedy Wilson Auction Group Inc.

KWF Manager IV, LLC

KW Ireland, LLC

Kennedy Wilson Property Equity IV, LLC

Kennedy Wilson Real Estate Sales & Marketing

KWF Investors IV, LLC

KWF Investors V, LLC

Meyers Research, LLC

KW Armacost, LLC

Santa Maria Land Partners Manager, LLC

KW Investment Adviser, LLC

Kennedy-Wilson Capital

KW Four Points, LLC

KW Loan Partners VII, LLC

KWF Investors VII, LLC

KWF Manager VII, LLC

KW Residential Capital, LLC

KW Boise Plaza, LLC

KW Loan Partners VIII, LLC

Kennedy Wilson Property Services IV, L.P.

Kennedy Wilson Property Services IV GP, LLC

KW EU Loan Partners II, LLC

KW 1200 Main, LLC

KW Harrington LLC

KW 5200 Lankershim Manager, LLC

KWF Manager X, LLC

KWF Manager XI, LLC

KWF Manager XII, LLC

KW Real Estate Venture XIII, LLC

KWF Manager XIII, LLC

KW EU Loan Partners III, LLC

KW EU Investors I, LLC

KW Richfield Plaza, LLC

KW Currier Square Shopping Center, LLC

KW Creekview Shopping Center, LLC

KW Securities, LLC

KW Victory Land Loan, LLC

KW Victory Plaza Loan, LLC

Country Ridge IX, LLC

KW EU Investors VIII, LLC

KW Park Santa Fe, LLC

KW Cypress, LLC

KW Tacoma Condos, LLC

KW Desert Ramrod Sponsor, LLC

KW 9350 Civic Center Drive, LLC

KW Taylor Yard 55, LLC

KW Red Cliff Shopping Center, LLC

KW Holiday Village Shopping Center, LLC

KW Hilltop Manager II, LLC

KW Bozeman Investors, LLC

KW One Baxter Way GP, LLC

KW Riverdale and 36, LLC

KW 400 California Member, LLC

KW CIG Management Services, LLC

KW Terra West Sponsor, LLC