0001408100-14-000166 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2014 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

The information in this pricing term sheet relates to the offering of the 5.875% Senior Notes due 2024 of Kennedy- Wilson, Inc. (the “Offering”) and should be read together with the preliminary prospectus supplement dated November 12, 2014 relating to the Offering (the “Preliminary Prospectus Supplement”) and the prospectus dated November 1, 2013, including the documents incorporated by reference therein, relating to Registration Statement No. 333-192059. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying prospectus. Terms used but not defined herein have the meanings given in the Preliminary Prospectus Supplement.

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SUPPLEMENTAL INDENTURE NO. 3
Supplemental Indenture • November 18th, 2014 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

SUPPLEMENTAL INDENTURE NO. 3 (the “Supplemental Indenture”), dated as of November 11, 2014, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), the Subsidiary Guarantors party hereto (each, a “New Guarantor” and, collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

SUPPLEMENTAL INDENTURE NO. 11
Supplemental Indenture • November 18th, 2014 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

SUPPLEMENTAL INDENTURE NO. 11 (the “Supplemental Indenture”), dated as of November 11, 2014, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), the Subsidiary Guarantors party hereto (each, a “New Guarantor” and, collectively, the “New Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

TWENTY-THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 18th, 2014 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of November 11, 2014, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto (each, a “New Guarantor” and, collectively, the “New Guarantors”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”).

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