GUARANTY AGREEMENTGuaranty 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.
REPAYMENT GUARANTYRepayment 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”).
AMENDED AND RESTATED LOAN AGREEMENT by and between and KENNEDY-WILSON, INC., a Delaware corporation, Dated as of June 5, 2008Loan Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • California
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment 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”).
EMPLOYMENT AGREEMENTEmployment 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:
STANDARD OFFICE LEASEStandard Office Lease • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • California
NINTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Ninth Amendment to Employment Agreement (the “Ninth Amendment”) is made and entered into as of October 1, 2003, by and between KENNEDY-WILSON, INC., a Delaware corporation with its principal office located in Beverly Hills, California (the “Company”), and Freeman A. Lyle, Jr., an individual (“Employee”).
FIFTEENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Fifteenth Amendment to Employment Agreement (the “Fifteenth Amendment”) is made and entered into as of January 1, 2008, by and between KENNEDY-WILSON, INC., a Delaware corporation with its principal office located in Beverly Hills, California (the “Company”), and Freeman A. Lyle, Jr., an individual (“Employee”).
KENNEDY-WILSON HOLDINGS, INC. EMPLOYEE PERFORMANCE UNIT AWARD AGREEMENTEmployee Performance Unit Award Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
THIS AGREEMENT made as of , 200 , by and between Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and (the “Awardee”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Third Amendment to Employment Agreement (the “Third Amendment”) is made and entered into as of January 1, 2008 by and between KW Multi-Family Management Group, Ltd. a Delaware corporation (“The Company”), and Robert E. Hart (“Employee”).
ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Eleventh Amendment to Employment Agreement (the “Eleventh Amendment”) is made and entered into as of January 1, 2005, by and between KENNEDY-WILSON, INC., a Delaware corporation with its principal office located in Beverly Hills, California (the “Company”), and Freeman A. Lyle, Jr., an individual (“Employee”).
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Fourth Amendment to Employment Agreement (the “Fourth Amendment”) is made and entered into as of January 1, 2009 by and between KW Multi-Family Management Group, Ltd. a Delaware corporation (“The Company”), and Robert E. Hart (“Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Amendment to Employment Agreement (the “Amendment”) is-made and entered into as of January 1, 2001 by and between~ Kennedy-Wilson Properties, Ltd., an Illinois corporation (“The Company”) a wholly owned subsidiary of Kennedy-Wilson Inc. a Delaware corporation, haying an address of 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, (“Company”), and James Rosten, an individual (“Employee”).
SEVENTEENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Seventeenth Amendment to Employment Agreement (the “Seventeenth Amendment”) is made and entered into as of January 1, 2009, by and between KENNEDY-WILSON, INC., a Delaware corporation with its principal office located in Beverly Hills, California (the “Company”), and Freeman A. Lyle, Jr., an individual (“Employee”).
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Fourth Amendment to Employment Agreement (the “Fourth Amendment”) is made and entered into as of January 1, 1996, by and between KENNEDY-WILSON, INC., a Delaware Corporation, with its principal office located in Santa Monica, California (the “Company”) and WILUAM J. MCMORROW, an individual (“Employee”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Third Amendment to Employment Agreement (the “Third Amendment”) is made and entered into as of 1-03-03 by and between Kennedy-Wilson Properties, Ltd., an Illinois corporation (“The Company”) a wholly owned subsidiary of Kennedy-Wilson Inc. a Delaware corporation, having an address of 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, (“Company”), and James Rosten, an individual (“Employee”).
COMMERCIAL GUARANTYProspect Acquisition Corp • September 24th, 2009 • Blank checks • California
Borrower: TDM Beach Villas, LLC, a Hawaii limited liability company 55 Merchant Street, Suite 2900 Honolulu, HI 96813 Lender: Pacific Western Bank Beverly Hills Office 9454 Wilshire Boulevard Beverly Hills, CA 90212
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • California
renewals, modifications, spreaders, consolidations, replacements and extensions thereof, and to any and all sums secured thereby. with the same force and effect as if the Leasehold Deed of Trust had been executed, delivered and recorded prior to the execution and delivery of the Lease, and (ii) the Ground Lease and all of the terms, covenants and provisions thereof and to any and all amendments, modifications, replacements and extensions thereof, and to any and all amounts required to be paid thereunder, with the same force and effect as if the Ground Lease had been executed, delivered and recorded prior To the execution and delivery of the. Lease.
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • California
THIS BUSINESS LOAN AGREEMENT dated July 29, 2009, is made and executed between Kennedy-Wilson, Inc., a Delaware corporation (“Borrower”) and Pacific Western Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing. or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth In this Agreement; (B) the granting, renewing. or extending of any Loan by Lender at all times shall be subject to Lenders sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement
FIRST AMENDMENT TO LEASE (EXPANSION)Letter Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
THIS FIRST AMENDMENT TO LEASE (the “First Amendment”) is made as of the 5th day of March, 1999, by and between WILSHIRE-CAMDEN ASSOCIATES, a California limited partnership (“Landlord”) and KENNEDY-WILSON INC., a Delaware corporation (“Tenant”)
SIXTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Sixth Amendment to Employment Agreement (the “Sixth Amendment”) is made and entered into as of January 1, 2004 by and between Kennedy-Wilson Properties, Ltd., an Illinois corporation (“The Company”) a wholly owned subsidiary of Kennedy-Wilson Inc. a Delaware corporation, having an address of 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, (“Company”), and James Rosten, an individual (“Employee”).
SIXTEENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Sixteenth Amendment to Employment Agreement (the “Sixteenth Amendment”) is made and entered into as of June 1, 2008, by and between KENNEDY-WILSON, INC., a Delaware corporation with its principal office located in Beverly Hills, California (the “Company”), and Freeman A. Lyle, Jr., an individual (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • California
This Employment Agreement (the “Agreement”) is made and entered into as of the 1st day of April, 1996, by and between Kennedy-Wilson, Inc., a Delaware corporation with its principal office located in Santa Monica, California (the “Company”), and Freeman A. Lyle, Jr., an individual (“Employee”).
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Fifth Amendment to Employment Agreement (the “Fifth Amendment”) is made and entered into as of April 1, 2000, by and between KENNEDY-WILSON, INC., a Delaware corporation with its principal office located in Beverly -Hills, California (the “Company”), and Freeman A. Lyle, Jr., an individual (“Employee”).
TENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Tenth Amendment to Employment Agreement (the “Tenth Amendment”) is made and entered into as of January 1, 2006 by and between Kennedy-Wilson Properties, Ltd., an Illinois corporation (“The Company”) a wholly owned subsidiary of Kennedy-Wilson Inc. a Delaware corporation, having an address of 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, (“Company”), and James Rosten, an individual (“Employee”).
ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Eleventh Amendment to Employment Agreement (the “Eleventh Amendment”) is made and entered into as of August 1, 2006 by and between Kennedy-Wilson Properties, Ltd., an Illinois corporation (“The Company”) a wholly owned subsidiary of Kennedy-Wilson Inc. a Delaware corporation, having an address of 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, (“Company”), and James Rosten, an individual (“Employee”).
SHAREHOLDERS AGREEMENTShareholders Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • New York
This SHAREHOLDERS AGREEMENT (as the same may hereafter be amended, supplemented, restated or otherwise modified, this “Shareholders Agreement”) is entered into as of this 3rd day of November, 2008 by and among (a) “KENNEDY-WILSON, INC., a Delaware corporation (together with any successors and assigns who become such in accordance herewith, the “Company”), (b) THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA (together with its successors and assigns, “Guardian”) and (c) each Person holding Securities of the Company listed on Schedule 1 hereto and each other Person who becomes a party hereto pursuant to Section 7.5 hereof (together with Guardian, collectively, the “Shareholders”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Second Amendment to Employment Agreement (the “Second Amendment”) is made and entered into as of April 1, 1998, by and between KENNEDY-WILSON, INC., a Delaware corporation with its principal office located in Santa Monica, California (the “Company”), and Freeman A. Lyle, Jr., an individual (“Employee”).
NINTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Ninth Amendment to Employment Agreement (the “Ninth Amendment”) is made and entered into as of February 11, 2005 by and between Kennedy-Wilson Properties, Ltd., an Illinois corporation (“The Company”) a wholly owned subsidiary of Kennedy-Wilson Inc. a Delaware corporation, having an address of 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, (“Company”), and James Rosten, an individual (“Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Amendment to Employment Agreement (the “Amendment”) is made and entered into as of the 1st day of January, 1993, by and between Kennedy—Wilson, Inc., a Delaware corporation with its principal office located in Santa Monica, California (the Company”), and William 3. McMorrow, an individual (“Employee”).
SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Seventh Amendment to Employment Agreement (the “Seventh Amendment”) is made and entered into as of August 9,1999; by and between KENNEDY-WILSON, INC., A Delaware corporation, with its principal office located in Beverly Hills, California (the “Company”), and WILLIAM J. McMORROW, an individual (“Employee”).
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Fifth Amendment to Employment Agreement (the “Fifth Amendment”) is made and entered into as of October 1, 2003 by and between Kennedy-Wilson Properties, Ltd., an Illinois corporation (“The Company”) a wholly owned subsidiary of Kennedy-Wilson Inc. a Delaware corporation, having an address of 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, (“Company”), and James Rosten, an individual (“Employee”).
FOURTEENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Fourteenth Amendment to Employment Agreement (the “Fourteenth Amendment”) is made and entered into as of February 1, 2009, by and between KENNEDY-WILSON, INC., a Delaware corporation (the “Company”), and William J. McMorrow, an individual (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks • California
This Employment Agreement (the “Agreement”) dated for reference purposes only is made and entered into as of January 4, 1999 by and between Kennedy-Wilson Properties, Ltd., an Illinois corporation (“The Company”), a wholly owned subsidiary of Kennedy Wilson, Inc., a Delaware corporation (“KWI”), having an address of 9601 Wilshire Boulevard, Suite 220, , and Jim Rosten having an address of 1280 Shadybrook Drive Beverly Hills, California 90210 (“Employee”), with reference to the following facts and circumstances:
ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2009 • Prospect Acquisition Corp • Blank checks
This Eleventh Amendment to Employment Agreement (the “Eleventh Amendment”) is made and entered into as of October 1, 2003, by and between KENNEDY-WILSON, INC., a Delaware corporation (the “Company”), and WILLIAM J. McMORROW, an individual (“Employee”).
