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 Morgan Stanley & Co. LLC Dated as of...Registration Rights Agreement • December 7th, 2012 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 6, 2012, 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 and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several initial purchasers listed in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.750% Senior Notes due 2019 (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.”
TWELFTH SUPPLEMENTAL INDENTURETwelfth Supplemental Indenture • December 7th, 2012 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS TWELFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of November 21, 2012, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KWF Investors VII, LLC, a Delaware limited liability company (“KWF Investors VII”), KWF Manager VII, LLC, a Delaware limited liability company (“KWF Manager VII”), KW Residential Capital, LLC, a Delaware limited liability company (“KW Residential Capital”), KW Boise Plaza, LLC, a Delaware limited liability company (“KW Boise”), KW Loan Partners VIII, LLC, a Delaware limited liability company (“KW Loan Partners VIII”), KW UR Investment 1, LLC, a Delaware limited liability company (“KW UR 1”), KW UR Investment 2, LLC, a Delaware limited liability company (“KW UR 2”), Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership (“Kennedy Wilson Property Services Partnership”), Kennedy Wilson Property Services IV GP, LLC, a Delaware limited liability company (“Kennedy Wilson Property Services General Part
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • December 7th, 2012 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of June 12, 2012, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), Meyers Research, LLC, a Delaware limited liability company (“Meyers”), KW Armacost, LLC, a Delaware limited liability company (“Armacost”), Santa Maria Land Partners Manager, LLC, a Delaware limited liability company (“Santa Maria”), KW Investment Adviser, LLC, a Delaware limited liability company (“Investment Adviser”), NWLACDFI - Southern Oaks, LLC, a Delaware limited liability company (“Southern Oaks”), Kennedy-Wilson Capital, a California corporation (“KW Capital”), KW Captowers Partners, LLC, a Delaware limited liability company (“KW Captowers”), KW Four Points, LLC, a Delaware limited liability company (“KW Four Points”) and KW Loan Partners VII, LLC, a Delaware limited liability company (“KW Loan Partners VII” and together with Meyers, Armacost, Santa Maria, Investment Adviser, Southern Oaks, KW Capital, KW Capto
ELEVENTH SUPPLEMENTAL INDENTUREEleventh Supplemental Indenture • December 7th, 2012 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
THIS ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of November 21, 2012, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), NWLACDFI-Southern Oaks, LLC, a Delaware limited liability company (the “Released Entity”), 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”).
