0001408100-13-000052 Sample Contracts

SECOND MODIFICATION AGREEMENT
Second Modification Agreement • September 20th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate • California

This Second Modification Agreement ("Agreement") is made as of September 19, 2013, by and among KENNEDY-WILSON, INC., a Delaware corporation ("Borrower"), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent, lead arranger and book manager ("Agent") under the Loan Agreement described below, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as a Lender ("U.S. Bank National Association"), EAST-WEST BANK, a California banking corporation ("East-West Bank"), and THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND ("Bank of Ireland"). As used in this Agreement, U.S. Bank National Association and East-West Bank, and any bank that becomes a party to the Loan Agreement in the future, shall collectively be referred to herein as "Lenders". As of the Effective Date (as defined below), Bank of Ireland shall be a Lender.

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