Exhibit 4.17

Execution Version

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. 12

Dated as of October 2, 2020

to

INDENTURE

Dated as of March 25, 2014

5.875% Senior Notes due 2024

SUPPLEMENTAL INDENTURE NO. 12 (the “Supplemental Indenture”), dated as of October 2, 2020, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), Kennedy-Wilson Properties, Ltd., a Delaware corporation and Kennedy-Wilson Properties, LTD., an Illinois corporation (each, a “Released Entity” and, together, 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, 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 and, upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel, the Trustee will execute any documents reasonably required in order to evidence the release of the Released Entities from their respective obligations under its Guaranty;

    WHEREAS, the Issuer, 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 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 Section 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.

    - 1 -

Section 2.    The Guaranties of the Released Entities is hereby released and discharged.

Section 3.    THIS SUPPLEMENTAL INDENTURE, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, 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 4.    This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.    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 6.    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 7.    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 and the Released Entities party hereto.

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

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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.

By:         /s/ In Ku Lee        

Name:    In Ku Lee

Title:    Vice President

    Kennedy-Wilson Holdings, Inc.

By:         /s/ In Ku Lee        

Name:    In Ku Lee

Title:    Vice President

Kennedy-Wilson properties, ltd.

By:            /s/ In Ku Lee        

Name:    In Ku Lee

Title:    Vice President

Kennedy-Wilson properties, ltd.

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

    [Signature page to Supplemental Indenture No. 12]

Each of the Guarantors Named in Exhibit A hereto

By:            /s/ In Ku Lee        

Name:    In Ku Lee

Title:    Vice President

    [Signature page to Supplemental Indenture No. 12]

Exhibit A

Guarantors

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 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

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

KW Hanover Quay, LLC

Kennedy Wilson Property Equity VI, LLC

Kennedy Wilson Property Services VI, LLC

KW LV 3 Sponsor, LLC

KW NB LLC

KW Camarillo Land, LLC

KW 2013 EE, LLC

KW EU PRS Investor, LLC

KW Rosewood Premiere, LLC

KW River Pointe Premier, LLC

KW Kawana Springs, LLC

KW Quebec Participant, LLC

KW Quebec Asset Manager, LLC

KW Real Estate II Equity, LLC

KW Real Estate II Carry, LLC

KW Real Estate II GP, LLC

KW Sunset CP Participant, LLC

KW Sunset CP Asset Manager, LLC

KW CP West Hills Participant, LLC

KW CP West Hills Asset Manager, LLC

KW Linder Road, LLC

KW Seattle Office Portfolio GP, LLC

KW CDO Investor, LLC

KW Hamilton Landing – Land, LLC

KW Rancho Mirage Loan, LLC

KW Sunset North, LLC

KW Heights Investor, LLC

KW Burlingame Point Loan, LLC