0001408100-13-000035 Sample Contracts

AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KW REAL ESTATE VENTURE XIII, LLC DATED AS OF MAY 23, 2013
Limited Liability Company Agreement • May 29th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

THIS AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is made and entered into effective as of May 23, 2013 by the sole Member of KW Real Estate Venture XIII, LLC, a Delaware limited liability company (the “Company”). Reference is hereby made to that certain Limited Liability Company Agreement of the Company, dated as of March 12, 2012 (the “Original LLC Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Original LLC Agreement.

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LIMITED LIABILITY COMPANY AGREEMENT OF KW REAL ESTATE VENTURE XIII, LLC Dated as of March 12, 2012
Limited Liability Company Agreement • May 29th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate • Delaware

This Limited Liability Company Agreement of KW Real Estate Venture XIII, LLC, a Delaware limited liability company (the “Company”) is made and entered into as of the date hereof by K-W Properties, a California corporation (“Sole Member”), as the sole member.

FIFTEENTH SUPPLEMENTAL INDENTURE
Fifteenth Supplemental Indenture • May 29th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

THIS FIFTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of May 28, 2013, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Real Estate Venture XIII, LLC, a Delaware limited liability company (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

SUPPLEMENTAL INDENTURE NO. 3
Supplemental Indenture • May 29th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

SUPPLEMENTAL INDENTURE NO. 3 (the “Supplemental Indenture”), dated as of May 28, 2013, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), the Subsidiary Guarantor party hereto (the “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

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