Amendment to Underwriting Agreement between Prospect Acquisition Corp. and Underwriters (Citigroup, Ladenburg Thalmann, I-Bankers)
Prospect Acquisition Corp. and its underwriters—Citigroup Global Markets Inc., Ladenburg Thalmann & Co. Inc., and I-Bankers Securities, Inc.—have agreed to reduce the deferred discount payment due to the underwriters from $10 million to $6 million if a proposed business combination with Kennedy Wilson, Inc. is completed. This amendment modifies the original Underwriting Agreement from November 14, 2007, and is effective upon the closing of the transaction.
Exhibit 10.21
PROSPECT ACQUISITION CORP.
9130 Galleria Court, Suite 318
Naples, FL 34109
September 17, 2009
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladenburg Thalmann & Co. Inc.
520 Madison Ave.
New York, NY 10013
I-Bankers Securities, Inc.
201 Wilshire Blvd., Suite A14
Santa Monica, CA 90401
Dear Sirs:
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated November 14, 2007, between Prospect Acquisition Corp. (“Company”) and Citigroup Global Markets Inc. (“Citigroup”), as representative of the several underwriters in the Company’s initial public offering (“IPO”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement.
The Company and Kennedy Wilson, Inc. are discussing entering into a proposed business combination transaction (the “Transaction”). The Company and the underwriters listed below hereby agree that the aggregate Deferred Discount payable by the Company to such underwriters upon consummation of the Transaction pursuant to the Underwriting Agreement shall be reduced from $10,000,000 to $6,000,000.
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| Very truly yours, | |
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| PROSPECT ACQUISITION CORP. | |
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| By: | /s/ James J. Cahill |
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| Name: | James J. Cahill |
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| Title: | CFO |
| Accepted and Agreed: |
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| CITIGROUP GLOBAL MARKETS INC. |
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| By: | /s/ David Spivak |
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| Name: | David Spivak |
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| Title: | Managing Director |
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| Accepted and Agreed: |
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| LADENBURG THALMANN & CO. INC. |
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| By: | /s/ Steve Kaplan |
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| Name: | Steve Kaplan |
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| Title: | Managing Director |
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| Accepted and Agreed: |
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| I-BANKERS SECURITIES, INC. |
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| By: | /s/ James Bell |
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| Name: | James Bell |
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| Title: | Managing Director |
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