REGISTRATION RIGHTS AGREEMENT by and among KENNEDY-WILSON, INC., the Guarantors listed on the signature pages hereof, and Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated Dated as of April 5, 2011Registration Rights Agreement • April 7th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 5, 2011, by and among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (collectively, the “Guarantors”), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as representatives (the “Representatives”) of the several initial purchasers listed in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.750% Senior Notes due 2019 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
KENNEDY-WILSON, INC. as Issuer the Guarantors party hereto and Wilmington Trust FSB as Trustee Indenture Dated as of April 5, 2011 8.750% Senior Notes due 2019Indenture • April 7th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
INDENTURE, dated as of April 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and Wilmington Trust FSB, a federal savings bank, as Trustee.
