SECOND SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as TrusteeSecond Supplemental Indenture • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Telstar Partners, LLC, a Delaware limited liability company (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIRST AMENDMENT TO OPERATING AGREEMENT OF KW BLOSSOM HILL MANAGER, LLCOperating Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
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”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KW - RICHMOND, LLCLimited Liability Company Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Limited Liability Company Agreement of KW - Richmond, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KW - Richmond, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Limited Liability Company Agreement, dated as of June 23, 2008 (the “Operating Agreement”), entered into by and between Member and KW Executives – Richmond, LLC (“Executives”).
FIFTH SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as TrusteeFifth Supplemental Indenture • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF KW SUMMER HOUSE MANAGER, LLCOperating Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Second Amended and Restated Operating Agreement of KW Summer House 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 Summer House Manager, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Second Amended and Restated Operating Agreement, dated as of May 11, 2010 (the “Operating Agreement”), entered into by and among Member, KW Summer House Executives, LLC (“Executives”), LF Summer House LLC (“LF”) and Kenedix GP, LLC (“Kenedix”).
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW – Richmond, LLC (the “Company”), K-W Properties (the “Manager”), KW Executives – Richmond, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KWF INVESTORS II, LLCLimited Liability Company Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Limited Liability Company Agreement of KWF Investors II, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KWF Investors II, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Limited Liability Company Agreement, dated as of November 1, 2010 (the “Operating Agreement”), entered into by and between Member and KWF Executives II, LLC (“Executives”).
FOURTH SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as TrusteeFourth Supplemental Indenture • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Fund IV - Kohanaiki, LLC, a Delaware limited liability company (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
TRANSFER AGREEMENTTransfer Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
This TRANSFER AGREEMENT (this “Agreement”) is entered into as of December 28, 2011 (the “Effective Date”), by and between KW Executive Loan Partners I LLC, as transferor (the “Transferor”) and K-W Properties, as transferee (the “Transferee”), with respect to the Transferor’s membership interest in KW Loan Partners I LLC (the “Company”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Company’s Amended and Restated Limited Liability Company Agreement, dated March 30, 2010 (the “Company Operating Agreement”).
FIRST AMENDMENT TO OPERATING AGREEMENT OF KW SERENADE MANAGER, LLCOperating Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Operating Agreement of KW Serenade Manger, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KW Serenade Manger, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Operating Agreement, dated as of August 23, 2010 (the “Operating Agreement”), entered into by and among Member, RECP/UP Riverpark, LP (“Riverpark”), E.D., LLC (“ED”) and RECP/UP Serenade, LP (“RECP”).
FIRST SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as TrusteeFirst Supplemental Indenture • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Residential Group, Inc., a California corporation (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among SG KW Venture I Manager, LLC (the “Company”), K-W Properties (the “Manager”), SG KW Venture I Executives, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Montclair, LLC (the “Company”), K-W Properties (the “Manager”), KW Montclair Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
SIXTH SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as TrusteeSixth Supplemental Indenture • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Ireland, LLC, a Delaware limited liability company (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors II, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives II, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
SEVENTH SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as TrusteeSeventh Supplemental Indenture • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KWF Manager IV, LLC, a Delaware limited liability company (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KWF INVESTORS V, LLCLimited Liability Company Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Limited Liability Company Agreement of KWF Investors V, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KWF Investors V, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Limited Liability Company Agreement, dated as of June 13, 2011 (the “Operating Agreement”), entered into by and between Member and KWF Executives V, LLC (“Executives”).
NINTH SUPPLEMENTAL INDENTURE dated as of December 28, 2011 among Kennedy- Wilson, Inc., Kennedy-Wilson Holdings, Inc., The Released Subsidiaries Party Hereto, The Guarantors Party Hereto and Wilmington Trust, National Association as TrusteeNinth Supplemental Indenture • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 28, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Anaheim Land Partners LLC, a Delaware limited liability company, Pacifica West Coast Partners, LLC, a California limited liability company, KW Multi-Family Management Group, a California corporation, KW Mill Creek Property Manager, LLC, a California limited liability company, KW Sunrise Carlsbad, LLC, a Delaware limited liability company, and Sunrise Property Associates, LLC, a Delaware limited liability company (each a “Released Subsidiary” and collectively, the “Released Subsidiaries”), 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”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF SG KW VENTURE I MANAGER, LLCLimited Liability Company Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Limited Liability Company Agreement of SG KW Venture I Manager, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of SG KW Venture I Manager, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Limited Liability Company Agreement, dated as of December 28, 2009 (the “Operating Agreement”), entered into by and between Member and SG KW Venture I Executives, LLC (“Executives”).
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KWF INVESTORS I, LLCLimited Liability Company Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Limited Liability Company Agreement of KWF Investors I, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KWF Investors I, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Limited Liability Company Agreement, dated as of September 1, 2010 (the “Operating Agreement”), entered into by and between Member and KWF Executives I, LLC (“Executives”).
THIRD SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as TrusteeThird Supplemental Indenture • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KWF Manager V, LLC, a Delaware limited liability company (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors I, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives I, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Summer House Manager, LLC (the “Company”), K-W Properties (the “Manager”), KW Summer House Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KW LOAN PARTNERS II LLCLimited Liability Company Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Amended and Restated Limited Liability Company Agreement of KW Loan Partners II LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KW Loan Partners II LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Amended and Restated Limited Liability Company Agreement, dated as of May 26, 2010 (the “Operating Agreement”), entered into by and between Member and LF East West LLC (“LF”).
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors III, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives III, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KW LOAN PARTNERS I LLCLimited Liability Company Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Amended and Restated Limited Liability Company Agreement of KW Loan Partners I LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KW Loan Partners I LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Amended and Restated Limited Liability Company Agreement, dated as of March 30, 2010 (the “Operating Agreement”), entered into by and among Member, KW Executive Loan Partners I LLC (“Executive”), Lefrak Merchant Capital L.P. (“Lefrak”) and FLMM Ltd. (“FLMM”).
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KWF Investors V, LLC (the “Company”), K-W Properties (the “Manager”), KWF Executives V, LLC (the “Member”), and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KWF INVESTORS III, LLCLimited Liability Company Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Limited Liability Company Agreement of KWF Investors III, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KWF Investors III, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Limited Liability Company Agreement, dated as of November 30, 2010 (the “Operating Agreement”), entered into by and between Member and KWF Executives III, LLC (“Executives”).
MEMBERSHIP INTEREST ACQUISITION AGREEMENTMembership Interest • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware
THIS MEMBERSHIP INTEREST ACQUISITION AGREEMENT (this “Agreement”) is made and entered into effective as of December 28, 2011 by and among KW Blossom Hill Manager, LLC (the “Company”), K-W Properties (the “Manager”), KW Blossom Hill Executives, LLC (the “Member”) and the members of the Member set forth on Schedule A hereto (the “Executives” and together with the Company, Manager and the Member, the “Parties”), as follows:
FIRST AMENDMENT TO OPERATING AGREEMENT OF KW MONTCLAIR, LLCOperating Agreement • December 30th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate
This First Amendment to Operating Agreement of KW Montclair, LLC (this “First Amendment”) is made and entered into as of December 28, 2011 by K-W Properties, the sole member (“Member”) of KW Montclair, LLC (“Company”). Capitalized terms used but not defined herein shall have the meaning set forth in the Operating Agreement, dated as of August 11, 2008 (the “Operating Agreement”), entered into by and among Member, KW Montclair Executives, LLC (“Executives”) and Kenedix GP, LLC (“Kenedix”).
