Schedule 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MY/uAN0qaSPER0BZOiXCIRoJnT/a7uv4Yw/hr3W/UVut4G6YmY+fr2rmAk6kURVI s/VigEUyB31eVcrRTqKcEg== 0001193125-10-177072.txt : 20100804 0001193125-10-177072.hdr.sgml : 20100804 20100804152536 ACCESSION NUMBER: 0001193125-10-177072 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100804 DATE AS OF CHANGE: 20100804 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Holdings, Inc. CENTRAL INDEX KEY: 0001408100 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 260508760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83363 FILM NUMBER: 10990865 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FORMER COMPANY: FORMER CONFORMED NAME: Prospect Acquisition Corp DATE OF NAME CHANGE: 20070727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUARDIAN LIFE INSURANCE CO OF AMERICA CENTRAL INDEX KEY: 0000901849 IRS NUMBER: 061116976 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 PARK AVENUE SOUTH STREET 2: AREA 9C CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2125988359 MAIL ADDRESS: STREET 1: 201 PARK AVENUE SOUTH CITY: NY STATE: NY ZIP: 10003 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Kennedy-Wilson Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

489398107

(CUSIP Number)

Kevin F. Carey

Counsel

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004

(212) 598-8157

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 26, 2010

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 489398107		SCHEDULE 13D		PAGE 2 OF 5


1		NAMES OF REPORTING PERSONS. The Guardian Life Insurance Company of America I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 13-5123390
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS 00
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 1,000,000 (1)
		8 SHARED VOTING POWER 00
		9 SOLE DISPOSITIVE POWER 1,000,000 (1)
		10 SHARED DISPOSITIVE POWER 00


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.42%
14		TYPE OF REPORTING PERSON IC, CO


CUSIP No. 489398107		SCHEDULE 13D		PAGE 3 OF 5

(1)	Such Shares are subject to the terms of the Purchase Option described in Item 4.

This Amendment No. 1 amends and supplements the Statement on Schedule 13D (the “Schedule 13D”) filed on April 9, 2010 by The Guardian Life Insurance Company of America.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to replace the last paragraph with the following:

On July 26, 2010, Kennedy-Wilson, Inc., a wholly owned subsidiary of the Issuer, purchased from the Reporting Person the Notes for $32,550,000 plus all accrued and unpaid interest on the outstanding principal amount, pursuant to an Agreement, dated July 26, 2010 (the “Agreement”), among the Reporting Person, the Issuer and Kennedy-Wilson, Inc.

Additionally, on July 26, 2010 the Reporting Person, the Issuer and Kennedy-Wilson, Inc. entered into a Letter Agreement (the “Letter Agreement”) by which the Issuer agreed to purchase, and the Reporting Person agreed to sell, 1,000,000 of the Shares (the “Initial Shares”), on a date to be selected by the Issuer (the “Closing Date”), which Closing Date must occur on or before August 16, 2010. The purchase price for such Shares will be the greater of $10.00 per share and the closing sale price per share of the common stock of the Issuer on the trading day immediately preceding the Closing Date (the “Purchase Price”). The Issuer also has the option to purchase (the “Purchase Option”) from the Reporting Person up to the remaining 1,000,000 Shares (the “Option Shares”) on the Closing Date at the Purchase Price. Such option to purchase may be exercised in increments of no less than 100,000 Shares.

Upon the consummation of the purchase and sale of the Initial Shares and Option Shares, if any, on the Closing Date, Mr. Thomas Sorell, Executive Vice President and Chief Investment Officer of the Reporting Person and the Reporting Person’s director designee on the board of directors of the Issuer, will tender his resignation as director of the Issuer, effective immediately. The second director designee of the Reporting Person had not been appointed or nominated for election to the Issuer’s board of directors. The voting arrangement between the Reporting Person, the Issuer and the Officer described in the Schedule 13D had not been memorialized in a written agreement. That voting arrangement is no longer in effect as a result of the purchase of the Notes by Kennedy-Wilson, Inc.

The summaries of the material terms of the Agreement and the Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the texts of the Agreement and the Letter Agreement, copies of which are included as Exhibit 1 and Exhibit 2 to this Amendment, and are incorporated by reference herein.


CUSIP No. 489398107		SCHEDULE 13D		PAGE 4 OF 5

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a) The Reporting Person currently owns 1,000,000 Shares of the Issuer, representing approximately 2.42% of the Shares outstanding (based on a total of 41,284,658 shares outstanding as of May 7, 2010, as reported by the Issuer on its last Form 10-Q). The Shares beneficially owned by the Reporting Person are subject to the terms of the Purchase Option described in Item 4.

(b) Number of shares as to which the Reporting Person has:

Sole power to vote: 1,000,000

Shared power to vote: 0

Sole dispositive power: 1,000,000

Shared dispositive power: 0

(c) The Reporting Person sold the Notes to Kennedy-Wilson, Inc., and has agreed to sell 1,000,000 Shares to the Issuer pursuant to the Agreement and Letter Agreement, both dated July 26, 2010. Descriptions of these transactions are included in Item 4 of this Statement. In addition, the Reporting Person granted the Issuer the Purchase Option, which gives the Issuer the right to purchase up to the remaining 1,000,000 Shares beneficially owned by the Reporting Person on the Closing Date at the Purchase Price as described in Item 4.

(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares reported as being beneficially owned by the Reporting Person on this Schedule 13D.

(e) If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Item 7.

Material to Be Filed as Exhibits.

The following materials are filed as Exhibits to this Amendment No. 1:


Exhibit 1		Agreement, dated July 26, 2010, by and among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., and The Guardian Life Insurance Company of America.

Exhibit 2		Letter Agreement, dated July 26, 2010, by and among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc. and The Guardian Life Insurance Company of America.


CUSIP No. 489398107		SCHEDULE 13D		PAGE 5 OF 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 3, 2010



Signature:		/S/ THOMAS G. SORELL
Title:		Thomas G. Sorell
		Executive Vice President & Chief Investment Officer

EX-99.1 2 dex991.htm AGREEMENT Agreement

AGREEMENT

THIS AGREEMENT (this “Agreement”), is made and entered into as of July 26, 2010 (the “Effective Date”), by and among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), Kennedy-Wilson Holdings, Inc. (f/k/a Prospect Acquisition Corp.), a Delaware corporation (“Holdings”) and The Guardian Life Insurance Company of America, a New York corporation ( “Guardian”).

RECITALS

WHEREAS, the Company and Guardian are parties to that certain Securities Purchase Agreement, dated as of October 31, 2008 (the “Securities Purchase Agreement”), pursuant to which the Company issued its 7% Convertible Subordinated Note due November 3, 2018 in the original principal amount of $30,000,000 (as in effect on the date hereof, the “Note”);

WHEREAS, in connection with the Securities Purchase Agreement, the Company, Guardian and certain security holders of the Company entered into that certain Shareholders Agreement, dated as of November 3, 2008 (the “Shareholders Agreement”);

WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of September 8, 2009 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Holdings, the Company and KW Merger Sub Corp., a wholly-owned subsidiary of Holdings (“Merger Sub”), Merger Sub merged with and into the Company, effective as of November 13, 2009, with the Company continuing as the surviving corporation and becoming a direct wholly-owned subsidiary of Holdings (the “Merger”);

WHEREAS, the Company is the issuer of Note pursuant to the Securities Purchase Agreement and, after giving effect to the Merger, the Company is now a wholly-owned subsidiary of Holdings; and

WHEREAS, the Company has agreed to purchase the Note upon the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the Company, Holdings and Guardian agree as follows.

ARTICLE 1

PURCHASE AND SALE OF THE NOTE

1.1 Purchase of the Note. On the Effective Date, the Company shall purchase the Note for $32,550,000, together with all accrued and unpaid interest on the outstanding principal amount of Note to and including the Effective Date (the “Note Purchase Price”). The Note Purchase Price shall be payable by wire transfer of immediately available funds to Guardian.

1.2 Tender of the Note. On the Effective Date, Guardian shall tender the Note to the Company.

1.3 Prior Agreements. The parties hereby agree that (a) the letter agreement, dated as of November 3, 2008, by and between the Company and Guardian has, by its terms, terminated effective as of October 8, 2009; and (b) the Shareholders Agreement, the Securities Purchase Agreement, the letter, dated as of March 9, 2010, from Holdings to Guardian, and the letter agreement, dated as of October 8, 2009, by and among the Company and Guardian shall be terminated effective as of the Effective Date and upon the consummation of the transactions contemplated by this Agreement.

1.4. Public Disclosure. If the Company, Holdings or Guardian decide to issue a public communication in connection with the transactions contemplated by this Agreement, the public communication shall be in a form that is mutually acceptable to all of the parties. Within four (4) business days of the Effective Date, Holdings shall make all public filings with the Securities Exchange Commission (“SEC”) that are required by law in connection with the transactions contemplated by this Agreement. Notwithstanding anything to contrary in this Agreement, Guardian may, in its sole discretion, make or cause to be made, such filings with the SEC, on behalf of Guardian or Thomas Sorell, as it deems necessary or advisable regarding the transactions contemplated hereby, including without limitation filing a copy of this Agreement with the SEC.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF HOLDINGS

Holdings represents and warrants to the Company and Guardian as follows:

2.1 Organization; Good Standing. Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

2.2 Authority. Holdings has full corporate power and corporate authority to make, execute, deliver and perform this Agreement and to carry out all of the transactions provided for herein. Holdings has taken all corporate action necessary for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder. No permit, approval, authorization or consent of any other person is required in connection with the execution, delivery and performance by Holdings of this Agreement or the consummation of the transactions contemplated hereby.

2.3 Enforceability. This Agreement has been duly executed and delivered by Holdings and is the legal, valid and binding obligation of Holdings, enforceable against Holdings in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally.

2.4 Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not result in any violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which Holdings or any of its subsidiaries is a party or by which Holdings or any of its subsidiaries’ properties are bound.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Holdings and Guardian as follows:

3.1 Organization; Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

3.2 Authority. The Company has full corporate power and corporate authority to make, execute, deliver and perform this Agreement and to carry out all of the transactions provided for herein. The Company has taken all corporate action necessary for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder. No permit, approval, authorization or consent of any other person is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby.

3.3 Enforceability. This Agreement has been duly executed and delivered by the Company and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally.

3.4 Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not result in any violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries’ properties are bound.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF GUARDIAN

Guardian represents and warrants to the Company and Holdings as follows:

4.1 Organization; Good Standing. Guardian is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.

4.2 Authority. Guardian has full corporate power and corporate authority to make, execute, deliver and perform this Agreement and to carry out all of the transactions provided for herein. Guardian has taken all corporate action necessary for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder. No permit, approval, authorization or consent of any other person is required in connection with the execution, delivery and performance by Guardian of this Agreement or the consummation of the transactions contemplated hereby.

4.3 Enforceability. This Agreement has been duly executed and delivered by Guardian and is the legal, valid and binding obligation of Guardian, enforceable against Guardian in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally.

4.4 Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not result in the violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which Guardian or any of its subsidiaries is a party or by which Guardian or any of its subsidiaries’ properties are bound.

ARTICLE 5

MISCELLANEOUS

5.1 Notices. All communications hereunder shall be in writing, shall be delivered by nationwide overnight courier, or facsimile transmission (confirmed by delivery by nationwide overnight courier sent on the day of the sending of such facsimile transmission), and

(a)

if to Holdings or the Company, at:

Kennedy-Wilson Holdings, Inc.

Kennedy-Wilson, Inc.

9701 Wilshire Boulevard, Suite 700

Beverly Hills, California 90212

Attention: Chief Financial Officer

Facsimile: (310) 887-6414

with a copy to:

Kent Y. Mouton, Esq.

Kulik, Gottesman, Mouton & Siegel, LLP

15303 Ventura Boulevard, Suite 1400

Sherman Oaks, California 91403

Facsimile: (310) 557-0224

or such other address as Holdings or the Company shall designate to Guardian in writing; and

(b)

if to Guardian, at:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, New York 10004-2616

Attention: Kevin Carey

Facsimile: (212) 919-2690

Any communication addressed and delivered as herein provided shall be deemed to be received when actually delivered to the address of the addressee (whether or not delivery is accepted) or received by the facsimile machine of the recipient. Any communication not so addressed and delivered shall be ineffective.

5.2 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5.3 Amendments. Any amendment to this Agreement shall be in writing and shall require the written consent of (i) Holdings, (ii) the Company and (iii) Guardian.

5.4 Descriptive Headings. Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

5.5 Severability. The fact that any given provision of this Agreement is found to be unenforceable, void or voidable under the laws of any jurisdiction shall not affect the validity of the remaining provisions of this Agreement in such jurisdiction, and shall not affect the enforceability of the entire Agreement under the laws of any other jurisdiction.

5.6 Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

5.7 Waiver of Jury Trial. The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement or any other document executed in connection herewith or therewith.

5.8 Construction, etc. Where any provision herein refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


KENNEDY-WILSON, INC.

By:		/s/ Freeman Lyle
Name:		Freeman Lyle
Title:		Chief Financial Officer


KENNEDY-WILSON HOLDINGS, INC.

By:		/s/ Freeman Lyle
Name:		Freeman Lyle
Title:		Chief Financial Officer


THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By:		/s/ Thomas G. Sorell
Name:		Thomas G. Sorell
Title:		Executive Vice President and Chief Investment Officer

EX-99.2 3 dex992.htm LETTER AGREEMENT Letter Agreement

Letter Agreement

July 26, 2010

In connection with the sale of that certain 7% Convertible Subordinated Note due November 3, 2018, by The Guardian Life Insurance Company of America, a New York corporation (“Guardian”) to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Agreement, of even date herewith (the “Agreement”), by and among Guardian, the Company and Kennedy-Wilson Holdings, Inc., a Delaware corporation (“Holdings”), Guardian, the Company and Holdings hereby agree to be bound by the provisions of this letter agreement (this “Letter Agreement”).

The parties agree as follows:

On or before August 16, 2010, at Holdings’ election (the “Closing Date”), Guardian shall sell, convey, transfer, assign and deliver to Holdings, and Holdings shall purchase and accept from Guardian, all of Guardian’s right, title and interest in and to a minimum of 1,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of Holdings (“Common Stock”) for a purchase price per share of the greater of (a) $10.00 per share, and (b) the closing sales price per share of the Common Stock on the trading day immediately preceding the Closing Date (the “Purchase Price”).

Holdings shall have the option to purchase from Guardian on the Closing Date up to an additional 1,000,000 shares of Common Stock (the “Option Shares”), in increments of no less than 100,000 shares of Common Stock, for a purchase price per share equal to the Purchase Price. Holdings shall give Guardian no less than three (3) days prior written notice of its election to purchase Option Shares and the number of Option Shares Holdings shall purchase.

3.	On the Closing Date, Holdings shall pay to Guardian by wire transfer in immediately available funds an amount in cash equal to the aggregate Purchase Price for the Shares and the Option Shares, if Holdings exercises its option to purchase the Option Shares.

Thomas G. Sorrell shall continue to serve as a member of the Board of Directors of Holdings until the Closing Date and the consummation of the transactions contemplated hereby, whereupon it shall be deemed that Mr. Sorell shall have resigned from the Board of Directors of Holdings and Mr. Sorell shall tender his written letter of resignation to the Board of Directors of Holdings, effective immediately. Thereafter, Guardian shall have no right to designate any individuals for election as members of the Board of Directors of Holdings.

5.	Guardian Representations and Warranties

Guardian covenants, represents and warrants as of the date hereof and the Closing Date that:

(a)

It is the record and beneficial owner of the Shares and the Option Shares and has the absolute and unrestricted right to sell, assign and transfer the Shares and the Option Shares to Holdings in accordance with the terms and provisions of this Letter Agreement; and the Shares and the Option Shares, if any, shall be transferred free and clear of all liens, pledges, claims, charges, restrictions and encumbrances of any kind, nature or description.

(b)

Guardian is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.

(c)

Guardian has full corporate power and corporate authority to make, execute, deliver and perform this Letter Agreement and to carry out all of the transactions provided for herein. Guardian has taken all corporate action necessary for the authorization, execution and delivery of this Letter Agreement and the performance of its obligations hereunder. No permit, approval, authorization or consent of any other person is required in connection with the execution, delivery and performance by Guardian of this Letter Agreement or the consummation of the transactions contemplated hereby.

(d)

This Letter Agreement has been duly executed and delivered by Guardian and is the legal, valid and binding obligation of Guardian, enforceable against Guardian in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally.

(e)

The execution, delivery and performance of this Letter Agreement and the consummation of the transactions contemplated hereby, will not result in any violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which Guardian or any of its subsidiaries is a party or by which Guardian or any of its subsidiaries’ properties are bound.

6.	Company Representations and Warranties

The Company covenants, represents and warrants as of the date hereof and the Closing Date that:

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b)

The Company has full corporate power and corporate authority to make, execute, deliver and perform this Letter Agreement and to carry out all of the transactions provided for herein. The Company has taken all corporate action necessary for the authorization, execution and delivery of this Letter Agreement and the performance of its obligations

hereunder. No permit, approval, authorization or consent of any other person is required in connection with the execution, delivery and performance by the Company of this Letter Agreement or the consummation of the transactions contemplated hereby.

(c)

This Letter Agreement has been duly executed and delivered by the Company, and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally.

(d)

The execution, delivery and performance of this Letter Agreement and the consummation of the transactions contemplated hereby, will not result in any violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries’ properties are bound.

7.	Holdings Representation and Warranties

Holdings covenants, represents and warrants as of the date hereof and the Closing Date that:

(a)

Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b)

Holdings has full corporate power and corporate authority to make, execute, deliver and perform this Letter Agreement and to carry out all of the transactions provided for herein. Holdings has taken all corporate action necessary for the authorization, execution and delivery of this Letter Agreement and the performance of its obligations hereunder. No permit, approval, authorization or consent of any other person is required in connection with the execution, delivery and performance by Holdings of this Letter Agreement or the consummation of the transactions contemplated hereby.

(c)

This Letter Agreement has been duly executed and delivered by Holdings and is the legal, valid and binding obligation of Holdings, enforceable against Holdings in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally.

(d)

The execution, delivery and performance of this Letter Agreement and the consummation of the transactions contemplated hereby, will not result in any violation of, or be in conflict with or constitute, with or without the passage of time or the giving of notice, a default under any agreement, instrument, judgment, order, writ, decree or contract to which Holdings or any of its subsidiaries is a party or by which Holdings or any of its subsidiaries’ properties are bound.

8.	The parties shall execute and deliver, or cause to be executed and delivered, all other documents, and take such other actions, in each case as shall be necessary or appropriate, to consummate the transactions contemplated hereby, all in accordance with the provisions of this Letter Agreement.

If the Company, Holdings or Guardian decide to issue a public communication in connection with the transactions contemplated by this Letter Agreement, the public communication shall be in a form that is mutually acceptable to all of the parties. On or before July 30, 2010, Holdings shall make all public filings with the Securities Exchange Commission (“SEC”) that are required by law in connection with the transactions contemplated by this Letter Agreement. Notwithstanding anything to contrary in this Letter Agreement, Guardian may, in its sole discretion, make or cause to be made, such filings with the SEC, on behalf of Guardian or Thomas Sorell, as it deems necessary or advisable regarding the transactions contemplated hereby, including without limitation filing a copy of this Letter Agreement with the SEC.

10.	Each party’s respective obligation to perform on the Closing Date is subject to the following conditions:

(a)

The representations and warranties of the other parties are true and correct as of the date of this Letter Agreement; and

(b)

The other parties must have performed and complied with all agreements, obligations and conditions contained in this Letter Agreement to be performed or complied with by it on or before the Closing Date.

11.	Miscellaneous

(a)

This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(b)

The provisions of this Letter Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

(c)

This Letter Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(d)

Any term or provision of this Letter Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(e)

This Letter Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

(f)

All communication under this Letter Agreement shall be in writing, shall be delivered by nationwide overnight courier, or facsimile transmission (confirmed by delivery by nationwide overnight courier sent on the day of sending such facsimile transmission) and

(a)

if to Holdings or the Company, at:


		Kennedy-Wilson Holdings, Inc.
.		Kennedy-Wilson, Inc.
		9701 Wilshire Boulevard, Suite 700
		Beverly Hills, California 90212
		Attention: Chief Financial Officer
		Facsimile: (310) 887-6414

		with a copy to:
		Kent Y. Mouton, Esq.
		Kulik, Gottesman, Mouton & Siegel, LLP
		15303 Ventura Boulevard, Suite 1400
		Sherman Oaks, California 91403
		Facsimile: (310) 557-0224

or such other address as Holdings or the Company shall designate to Guardian in writing; and

(b)

if to Guardian, at:


		The Guardian Life Insurance Company of America
		7 Hanover Square
		New York, New York 10004-2616
		Attention: Kevin Carey
		Facsimile: (212) 919-2690

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Letter Agreement as of the date first hereinabove written.


THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By:		/s/ Thomas G. Sorell

Name:		Thomas G. Sorell
Title:		Executive Vice President and Chief Investment Officer


KENNEDY-WILSON HOLDINGS, INC.

By:		/s/ Freeman Lyle

Name:		Freeman Lyle
Title:		Chief Financial Officer


KENNEDY-WILSON, INC.

By:		/s/ Freeman Lyle

Name:		Freeman Lyle
Title:		Chief Financial Officer

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