SENIOR NOTES



			September 30, 2013						December 31, 2012
					Unamortized						Unamortized
	Interest Rate	Maturity Date	Face Value		Net Premium/(Discount)		Carrying Value		Face Value		Net Premium/(Discount)		Carrying Value
2042 Notes	7.75%	12/1/2042	$	55,000,000	$	—	$	55,000,000	$	55,000,000	$	—	$	55,000,000
2019 Notes	8.75%	4/1/2019	350,000,000		4,196,000		354,196,000		350,000,000		4,640,000		354,640,000
Senior Notes			$	405,000,000	$	4,196,000	$	409,196,000	$	405,000,000	$	4,640,000	$	409,640,000

The indentures governing the 2019 Notes and the 2042 Notes contain various restrictive covenants, including, among others, limitations on our ability and the ability of certain of our subsidiaries to incur or guarantee additional indebtedness, to make restricted payments, pay dividends or make any other distributions from restricted subsidiaries, redeem or repurchase capital stock, sell assets or subsidiary stock, engage in transactions with affiliates, create or permit liens on assets, enter into sale/leaseback transactions, and enter into consolidations or mergers. The indentures limit Kennedy-Wilson, Inc.'s ability and the ability of its restricted subsidiaries to incur additional indebtedness if, on the date of such incurrence and after giving effect to the new indebtedness, the maximum balance sheet leverage ratio (as defined in the indenture) is greater than 1.50 to 1.00. This ratio is measured at the time of incurrence of additional indebtedness. As of September 30, 2013, the balance sheet leverage ratio was 0.58 to 1.00. See note 18 for the guarantor and non-guarantor financial statements.