Kennedy-Wilson (KW) 8-K Entry into a Material Definitive Agreement

Exhibit 3.4

FIRST AMENDMENT TO

OPERATING AGREEMENT OF KW BLOSSOM HILL MANAGER, LLC

This First Amendment to Operating Agreement of KW Blossom Hill Manager, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KW Blossom Hill Manager, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Operating Agreement, dated as of September 16, 2008 (the “Operating Agreement”), entered into by and among Member, KW Blossom Hill Executives, LLC (“Executives”) and Kenedix GP, LLC (“Kenedix”).

WHEREAS, (i) pursuant to that certain Membership Interest Acquisition Agreement, dated as of the date hereof, by and between the Company and Kenedix, and (ii) pursuant to that certain Membership Interest Acquisition Agreement, dated as of the date hereof, by and among the Company, Executives and certain other parties, the Company acquired the Company membership interests formerly held by Executives and Kenedix (collectively, the “Transfers”); and

WHEREAS, Member believes it is desirable and in the best interest of the Company to amendExhibit A of the Operating Agreement to reflect the Transfers and evidence its consent thereto.

NOW, THEREFORE, Member hereby consents to the Transfers and amends the Operating Agreement as follows:

1. Pursuant to the Transfers, Executives and Kenedix are no longer members of the Company and any references to Executives and/or Kenedix in the Operating Agreement are hereby deleted.

2.Exhibit A of the Operating Agreement is hereby replaced in its entirety byExhibit A attached hereto.

3. Except as expressly amended by the terms of this Amendment, the Operating Agreement shall remain in full force and effect in accordance with its terms.

[Signature Page Follows]

[BLOSSOM HILL]        

IN WITNESS WHEREOF, K-W Properties, the sole member, has executed this First Amendment to the Operating Agreement of KW Blossom Hill Manager, LLC as of the date first written above.

K-W Properties, a California corporation
By:	/s/ Robert Hart
Name:	Robert Hart
Title:	Vice President

[BLOSSOM HILL]

Exhibit A

CAPITAL CONTRIBUTION, ADDRESS AND PERCENTAGE INTEREST

OF MEMBER

Member’s Name	Member’s Address	Member’s Capital Contribution	Member’s Percentage Interest
K-W Properties, a California corporation	9701 Wilshire Boulevard, Suite 700 Beverly Hills, CA 90212	$            .00		100	%
	TOTAL:	$            .00		100	%

[BLOSSOM HILL]