Kennedy-Wilson Holdings, Inc. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • January 10th, 2014 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
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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, 2011
Registration 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.”

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Prospect Acquisition Corp. 25,000,000 Units(1) Common Stock Warrants Underwriting Agreement
Prospect Acquisition Corp • March 31st, 2008 • Blank checks • New York

Prospect Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets, Inc. (the “Representative”) is acting as representative, an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 3,750,000 Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The offer and sale of the Securities by the Underwriters is referred to herein as the “Offering.” Certain capitalized terms used in this agreement and not otherwise defined are defined in Section 20 hereof.

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UNDERWRITING AGREEMENT
Underwriting Agreement • July 24th, 2012 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

the Lock-Up Securities without the prior written consent of Merrill Lynch and Deutsche Bank, provided that (1) Merrill Lynch and Deutsche Bank receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

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AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 20th, 2017 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

JOINDER AGREEMENT, dated as of ___, 20___ (this “Joinder Agreement”), made by the Subsidiary[ies] signatory hereto ([each, a][the] “New Guarantor”) in favor of Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred to in that certain Amended and Restated Credit Agreement, dated as of October 20, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Kennedy-Wilson, Inc., a Delaware corporation (the “Parent Borrower”), the Designated Borrowers from time to time party thereto, Kennedy-Wilson Holdings, Inc. and its subsidiaries from time to time party thereto as guarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A. as

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PROSPECT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
Warrant Agreement • October 17th, 2007 • Prospect Acquisition Corp • Blank checks • New York

WARRANT AGREEMENT dated as of [ • ], 2007, between Prospect Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the "Warrant Agent").

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KENNEDY-WILSON, INC. (a Delaware corporation) $300,000,000 5.875% Senior Notes due 2024 UNDERWRITING AGREEMENT
Underwriting Agreement • March 26th, 2014 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

The information in this pricing term sheet relates to the offering of the 5.875% Senior Notes due 2024 of Kennedy- Wilson, Inc. (the “Offering”) and should be read together with the preliminary prospectus supplement dated March 19, 2014 relating to the Offering (the “Preliminary Prospectus Supplement”) and the prospectus dated November 1, 2013, including the documents incorporated by reference therein, relating to Registration Statement No. 333-192059. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus Supplement.

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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 2019
Indenture • 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.

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REGISTRATION RIGHTS AGREEMENT by and among KENNEDY-WILSON, INC., KENNEDY-WILSON HOLDINGS, INC., the Subsidiary Guarantors listed on the signature pages hereof, and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of March 2, 2018
Registration Rights Agreement • March 2nd, 2018 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2018, by and among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Parent”), and the subsidiary guarantors listed on the signature pages hereto (together with the Parent, the “Guarantors”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”) of the several initial purchasers listed in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have agreed to purchase an aggregate amount of $250,000,000 of the Company’s 5.875% Senior Notes due 2024 (the “Additional Notes”) fully and unconditionally guaranteed by the Guarantors (the “Additional Guarantees”) pursuant to the Purchase Agreement. The Additional Notes and the Additional Guarantees are herein collectively referred to as the “Additional Securities.”

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 13th, 2009 • Prospect Acquisition Corp • Real estate • New York

STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 12th day of November, 2009 between Prospect Acquisition Corp., a Delaware corporation (“Buyer” or “Prospect”), and the signatory on the execution page hereof (“Seller”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2008 • Prospect Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 14th day of November, 2007, by and among Prospect Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 4th, 2023 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16. 2023, is entered into by and among Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule I hereto (each, an “Investor,” and collectively, the “Investors”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2023 • Kennedy-Wilson Holdings, Inc. • Real estate • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 29, 2023 (the “Effective Date”), is made and entered into by and among Kennedy-Wilson, Inc. (the “Company”), Kennedy-Wilson Holdings, Inc. (“Holdings”) and William J. McMorrow (“Executive”). This Agreement supersedes and replaces in its entirety the Prior Agreement (as defined below).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 16th, 2010 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2010, is entered into by and between Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and Fairfax Holdings Limited, a corporation organized under the laws of Canada (the “Investor”).

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GUARANTY AGREEMENT
Guaranty Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks

This Guaranty Agreement (this “Guaranty”) is made as of September 9, 2005, by Kennedy-Wilson, Inc., a Delaware corporation (singly or collectively, “Guarantor”), in favor of Bank of America, N.A., a national banking association, as agent for Lenders as that term is defined below (in such capacity, “Administrative Agent”) and each of the Lenders.

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EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2014 • Kennedy-Wilson Holdings, Inc. • Real estate • California

This Employment Agreement (this “Agreement”), is made effective as of December 29, 2014 (the “Effective Date”), by and between KENNEDY-WILSON, INC., a Delaware corporation (the “Company”), and Kent Y. Mouton, an individual (“Employee”) with respect to the following facts and circumstances:

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Kennedy-Wilson Holdings, Inc. WARRANT AGREEMENT Dated as of June 16, 2023
Warrant Agreement • August 4th, 2023 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

WARRANT AGREEMENT, dated as of June 16, 2023, between Kennedy-Wilson Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and the other signatories to this Warrant Agreement (as defined below), as the initial Holders (as defined in this Warrant Agreement).

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KENNEDY-WILSON, INC. (a Delaware corporation) $250,000,000 5.875% Senior Notes due 2024 UNDERWRITING AGREEMENT
Underwriting Agreement • August 12th, 2016 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

The information in this pricing term sheet relates to the offering of the 5.875% Senior Notes due 2024 of Kennedy- Wilson, Inc. (the “Offering”) and should be read together with the preliminary prospectus supplement dated August 9, 2016 relating to the Offering (the “Preliminary Prospectus Supplement”) and the prospectus dated November 1, 2013, including the documents incorporated by reference therein, relating to Registration Statement No. 333-192059. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus Supplement.

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KENNEDY-WILSON HOLDINGS, INC., as Parent KENNEDY-WILSON, INC., as Issuer THE NEW SUBSIDIARY GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE NO. 2030-2 Dated as of May 12, 2022 to INDENTURE Dated as...
Indenture • August 5th, 2022 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

SUPPLEMENTAL INDENTURE NO. 2030-2 (the “Supplemental Indenture”), dated as of May 12, 2022, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), KW EU CAPITAL LLC, a Delaware limited liability company, KW ETHOS COMMUNITY, LLC, a Delaware limited liability company, KW ONE TEN PLAZA, LLC, a Delaware limited liability company, KW ZIA SUNNYSIDE, LLC, a Delaware limited liability company, KW Bend QOF, LLC, a Delaware limited liability company, KW The Charli, LLC, a Delaware limited liability company, KW The Olive, LLC, a Delaware limited liability company, KW-G Multifamily Venture I Manager, LLC, a Delaware limited liability company, KW MW Cottonwood, a Delaware limited liability company, LLC, Kennedy Wilson Property Services VII, LLC, a Delaware limited liability company, Kennedy Wilson Property Equity VII, LLC, a Delaware limited liability company, KW Multifamily 2021, LLC, a Delaware limited liability company, KW San Vincente Bungalows and Hotel 850, LLC, a Delaware limited liability co

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STOCK PURCHASE AND SALE AGREEMENT
Stock Purchase and Sale Agreement • October 26th, 2007 • Prospect Acquisition Corp • Blank checks • New York

This Stock Purchase and Sale Agreement (as it may from time to time be amended, this "Agreement"), dated as of October 25, 2007, is made and entered into by and among the Sellers identified on Schedule B hereto (each, a "Seller" and collectively, the "Sellers") and John Merchant (the "Buyer"). Certain capitalized terms are defined on Schedule A to this Agreement.

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KENNEDY-WILSON, INC., as Issuer KENNEDY-WILSON HOLDINGS, INC., as Parent THE SUBSIDIARY GUARANTOR PARTIES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE NO. 2029-1 Dated as of February 11, 2021 to INDENTURE Dated...
Indenture • February 11th, 2021 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

SUPPLEMENTAL INDENTURE NO. 2029-1 (the “Supplemental Indenture”), dated as of February 11, 2021, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), Kennedy-Wilson Holdings, Inc., as parent (the “Parent”), the Subsidiary Guarantors (as defined herein) party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 17th, 2007 • Prospect Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2007, by and among Prospect Acquisition Corp., a Delaware corporation (the "Company") and the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").

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REPAYMENT GUARANTY
Repayment Guaranty • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • California

This REPAYMENT GUARANTY (this “Guaranty”) is made as of September 4, 2007, by KENNEDY-WILSON, INC., a Delaware corporation (“Guarantor”) in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the “Lenders” pursuant to the Loan Agreement described below (in such capacity, “Administrative Agent”) and in favor of each party that now or hereafter is bound under the Loan Agreement as a “Lender” (referred to herein individually as a “Lender” and collectively as the “Lenders”).

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KENNEDY-WILSON HOLDINGS, INC. (a Delaware corporation) 7,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Kennedy-Wilson • March 27th, 2015 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 13th, 2009 • Prospect Acquisition Corp • Real estate • New York

STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 12th day of November, 2009 between Prospect Acquisition Corp., a Delaware corporation (“Buyer” or “Prospect”), and the signatory on the execution page hereof (“Seller”).

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Prospect Acquisition Corp • October 17th, 2007 • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between Prospect Acquisition Corp., a Delaware corporation (the "Company"), and Citigroup Global Markets Inc., as representative of the underwriters named therein (the "Underwriters"), relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each Unit composed of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant, which is exercisable for one share of Common Stock (the "Warrants"). Certain capitalized terms used herein are defined in paragraph 3 hereof.

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AMENDED AND RESTATED LOAN AGREEMENT by and between and KENNEDY-WILSON, INC., a Delaware corporation, Dated as of June 5, 2008
Loan Agreement • October 16th, 2009 • Prospect Acquisition Corp • Real estate • California
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KENNEDY-WILSON HOLDINGS, INC. SECOND AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT
Employee Restricted Stock Unit Award Agreement • February 16th, 2024 • Kennedy-Wilson Holdings, Inc. • Real estate

THIS AGREEMENT (this “Agreement”), is made effective as of February [__], 2024 (the “Effective Date”), by and between Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and [______] (the “Awardee”).

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AGREEMENT
Agreement • July 29th, 2010 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

THIS AGREEMENT (this “Agreement”), is made and entered into as of July 26, 2010 (the “Effective Date”), by and among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), Kennedy-Wilson Holdings, Inc. (f/k/a Prospect Acquisition Corp.), a Delaware corporation (“Holdings”) and The Guardian Life Insurance Company of America, a New York corporation ( “Guardian”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks

This Second Amendment to Employment Agreement (the “Second Amendment”) is made and entered into by and between KENNEDY-WILSON, INC., a Delaware corporation (the “Company”), and Mary L. Ricks, an individual (“Employee”). This amendment will become effective at the times set forth below, including the time at which KW Merger Sub Corp. (“Merger Sub”), a subsidiary of Prospect Acquisition Corp. (“PAX”), is merged into the Company (the “Effective Time”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • California

This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2006 by and between KW Multi-Family Management Group, Ltd. A Delaware corporation (“the Company”), having an address of 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210 and Robert E. Hart (“Employee”), with reference to the following facts and circumstances:

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Strictly Private and Confidential Kennedy Wilson Europe Real Estate PLC St Helier Jersey JE1 0BD
Kennedy-Wilson Holdings, Inc. • April 24th, 2017 • Real estate • England

We, Kennedy-Wilson Holdings, Inc. (“KWH”), the Manager and you, Kennedy Wilson Europe Real Estate PLC (“KWE”) (each a “Party”) have been in discussions concerning the Proposed Transaction (as defined below).

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Escrow Agreement • October 17th, 2007 • Prospect Acquisition Corp • Blank checks • New York

ESCROW AGREEMENT, dated as of , 2007 ("Agreement"), by and among PROSPECT ACQUISITION CORP., a Delaware corporation ("Company"), FLAT RIDGE INVESTMENTS LLC, LLM STRUCTURED EQUITY FUND L.P., LLM INVESTORS L.P., CAPITAL MANAGEMENT SYSTEMS, INC., MICHAEL P. CASTINE, SJC CAPITAL, LLC, MICHAEL DOWNEY, JAMES CAHILL AND DANIEL GRESSEL (collectively "Initial Stockholders") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").

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KENNEDY-WILSON, INC. (a Delaware corporation) $600,000,000 4.75% Senior Notes due 2030 UNDERWRITING AGREEMENT Dated: August 9, 2021
Underwriting Agreement • August 23rd, 2021 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofAS”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofAS is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the Guarantors (as defined below) and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $600,000,000 aggregate principal amount of the Company’s 4.75% Senior Notes due 2030 (the “Notes”).

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SUPPLEMENTAL INDENTURE NO. 15
Indenture • May 10th, 2017 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

SUPPLEMENTAL INDENTURE NO. 15 (the “Supplemental Indenture”), dated as of April 13, 2017, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), KW Albuquerque Far North, LLC, a Delaware limited liability company, KW Terra West Sponsor, LLC, a Delaware limited liability company, KW Harbor II, LLC, a Delaware limited liability company, KW Hillcrest Shopping Center, LLC, a Delaware limited liability company, KW Riverdale and 36, LLC, a Delaware limited liability company, KW 400 California Member, LLC, a Delaware limited liability company and KW CIG Management Services, LLC, a Delaware limited liability company (each, a “New Guarantor” and, collectively, the “New Guarantors”), 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”).

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