Supplemental Indenture No. 13 dated January 19, 2021 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee

    SUPPLEMENTAL INDENTURE NO. 13 (the “Supplemental Indenture”), dated as of January 19, 2021, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), KW Pacifica, LLC, a Delaware limited liability company, KW Riverwalk, LLC, a Delaware limited liability company, KW ABQ, LLC, a Delaware limited liability company, KW F5 Tower, LLC, a Delaware limited liability company, KW Manhattan Beach Studio Loan, LLC, a Delaware limited liability company, KW Golden State Tower Loan, LLC, a Delaware limited liability company, KW RockVue, LLC, a Delaware limited liability company, KW South Main Station, a Delaware limited liability company, KWF Manager, LLC, a Delaware limited liability company, KW Residences at Harvard, LLC, a Delaware limited liability company, KW Moffett Place, LLC, a Delaware limited liability company, KW The Press, LLC, a Delaware limited liability company, KW Orchard-Trimble Campus, LLC, a Delaware limited liability company, KW 50 West, LLC, a Delaware limited liability company, KW Kohanaiki, LLC, a Delaware limited liability company, KW EU Capital 2, LLC, a Delaware limited liability company, KW EU Capital 3, LLC, a Delaware limited liability company, KW 134th Street Lofts, LLC, a Delaware limited liability company and KW Ashton Parc Villagio, LLC, a Delaware limited liability company (the preceding twenty-one entities, each, a “New Guarantor” and, collectively, the “New Guarantors”), Fairways 340 Corp, a Delaware corporation, KW 1200 Main LLC, a Delaware limited liability company, KW Armacost, LLC, a Delaware limited liability company, KW Four Points LLC, a Delaware limited liability company, KW Loan Partners VII, LLC, a Delaware limited liability company, KW Loan Partners VIII, LLC, a Delaware limited liability company, KWF Investors III, LLC, a Delaware limited liability company, KWF Investors V, LLC, a Delaware limited liability company, KWF Manager I, LLC, a Delaware limited liability company, KWF Manager II, LLC, a Delaware limited liability company, KWF Manager III, LLC, a Delaware limited liability company, Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company, Kennedy-Wilson Property Equity, Inc., a Delaware corporation, Kennedy Wilson Property Services III, GP, LLC, a Delaware limited liability company, Kennedy Wilson Property Services III L.P., a Delaware limited partnership, Kennedy Wilson Property Services IV GP, LLC , a Delaware limited liability company Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership, Kennedy Wilson Property Special Equity III, LLC, a Delaware limited liability company, Kennedy-Wilson Property Services, Inc., a Delaware corporation, Kennedy-Wilson Property Special Equity, Inc., a Delaware corporation, Kennedy-Wilson Property Special Equity II, Inc., a Delaware corporation, Kennedy-Wilson Property Equity II, Inc., a Delaware corporation, and Kennedy-Wilson Property Services II, Inc., a Delaware corporation (the preceding twenty-three entities, each, a “Released Entity” and together, the “Released Entities”), 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”).

    WHEREAS, the Issuer and the Trustee have executed and delivered a base indenture, dated as of March 25, 2014 (as amended, supplemented or otherwise modified from time to time, and, together with the First Supplemental Indenture (as defined below), the “Indenture”) to provide for the future issuance of the Issuer’s debt securities to be issued from time to time in one or more series;

    WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into that certain Supplemental Indenture No. 1, dated as of March 25, 2014 (the “First Supplemental Indenture”), relating to the Issuer’s 5.875% Senior Notes due 2024 (the “Notes”);

    WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause certain of its domestic Restricted Subsidiaries to provide Guaranties after the Issue Date (as defined in the Indenture);

    WHEREAS, the Issuer desires, and this Supplemental Indenture is being executed and delivered pursuant to Sections 4.09 and 9.01(iv) of the First Supplemental Indenture, to cause the New Guarantors to provide a Guaranty and become Subsidiary Guarantors;

    WHEREAS, Section 10.09 of the First Supplemental Indenture provides that under certain circumstances the Guaranties (as defined in the Indenture) of the Released Entities will terminate;

    WHEREAS, the Issuer, the New Guarantors, the Released Entities, the Parent Guarantor and the Guarantors have duly authorized the execution and delivery of this Supplemental Indenture, subject to the terms and conditions described herein;

    WHEREAS, the Issuer, the New Guarantors, the Released Entities, the Parent Guarantor and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and to give effect to the terms and conditions set forth herein and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects; and

    WHEREAS, pursuant to Sections 9.01 and 10.09 of the First Supplemental Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

Each party hereto agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined herein) of the Notes.

Section 1.    Capitalized terms used herein without definition shall have the respective definitions ascribed to them in the Indenture.

Section 2.    Each New Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article X of the First Supplemental Indenture.

Section 3.    Notwithstanding anything herein to the contrary, this Supplemental Indenture shall be subject, without limitation, to the last paragraph of Section 10.09 of the First Supplemental Indenture with the same force and effect as if such paragraph were reproduced herein.

Section 4.    The Guaranties of the Released Entities are hereby released and discharged.

Section 5.    THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEES OF THE NEW GUARANTORS, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR SUCH GUARANTEES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (without regard to the conflicts of laws provisions thereof other than SectionS 5-1401 AND 5-1402 of the General Obligations Law).

Section 6.    This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 7.    No past, present or future director, officer, employee, incorporator, member or stockholder or control person of the Issuer, the Parent or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Issuer, the Parent or any Subsidiary Guarantor under the Notes, any Guaranty, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note or any Guaranty waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes or any Guaranty.

Section 8.    This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and all subsequent supplements thereto, including this Supplemental Indenture, shall be read together.

Section 9.    The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect or the recitals contained herein, all of which recitals are made solely by the Issuer, the Parent Guarantor, the New Guarantors and the Released Entities party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

    Kennedy-Wilson, Inc.

    Kennedy-Wilson Holdings, Inc.

KW Pacifica, LLC

Title:    Vice President

                        fairways 340 corp.

Kennedy Wilson Property Equity IV, LLC

On behalf of Kennedy Wilson Property Services III, GP, LLC, in its capacity as General Partner

On behalf of Kennedy Wilson Property Services III, GP, LLC, in its capacity as General Partner