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Kennedy-Wilson Holdings, Inc. – ‘10-Q’ for 3/31/17 – ‘EX-10.1’

On:  Wednesday, 5/10/17, at 4:21pm ET   ·   For:  3/31/17   ·   Accession #:  1408100-17-83   ·   File #:  1-33824

Previous ‘10-Q’:  ‘10-Q’ on 11/4/16 for 9/30/16   ·   Next:  ‘10-Q’ on 8/4/17 for 6/30/17   ·   Latest:  ‘10-Q’ on 5/9/24 for 3/31/24   ·   8 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 5/10/17  Kennedy-Wilson Holdings, Inc.     10-Q        3/31/17   91:15M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.19M 
 2: EX-4.1      Supplemental Indenture No. 7 Dated April 13, 2017   HTML     54K 
                Among Kennedy-Wilson, Inc., Ke                                   
 3: EX-4.2      Supplemental Indenture No. 15 to the 2042 Notes     HTML     53K 
                Indenture Dated as of April 13                                   
 4: EX-10.1     Joinder Agreement, Dated as of April 18, 2017       HTML     36K 
                Among Kennedy-Wilson, Inc., the Su                               
 5: EX-31.1     Certification Pursuant to Rule 13A-14(A) or Rule    HTML     33K 
                15D-14(A) of the Securities Exc                                  
 6: EX-31.2     Certification Pursuant to Rule 13A-14(A) or Rule    HTML     33K 
                15D-14(A) of the Securities Exc                                  
 7: EX-32.1     Certification Pursuant to 18 U.S.C. Section 1350,   HTML     28K 
                as Adopted Pursuant to Section                                   
 8: EX-32.2     Certification Pursuant to 18 U.S.C. Section 1350,   HTML     28K 
                as Adopted Pursuant to Section                                   
15: R1          Document and Entity Information                     HTML     44K 
16: R2          Consolidated Balance Sheets                         HTML     90K 
17: R3          Consolidated Balance Sheets (Parenthetical)         HTML     61K 
18: R4          Consolidated Statements of Operations               HTML    111K 
19: R5          Consolidated Statements of Operations               HTML     29K 
                (Parenthetical)                                                  
20: R6          Consolidated Statements of Comprehensive Income     HTML     54K 
                (Loss)                                                           
21: R7          Consolidated Statement of Equity                    HTML     84K 
22: R8          Consolidated Statements of Cash Flows               HTML    150K 
23: R9          Consolidated Statements of Cash Flows               HTML     29K 
                (Parenthetical)                                                  
24: R10         Basis of Presentation                               HTML     39K 
25: R11         Summary of Significant Accounting Polices and       HTML     55K 
                Adoption of New Accounting Pronouncements                        
26: R12         Loan Purchases and Originations                     HTML     33K 
27: R13         Real Estate and In-Place Lease Value                HTML     60K 
28: R14         Unconsolidated Investments                          HTML     88K 
29: R15         Fair Value Measurements and the Fair Value Option   HTML    164K 
30: R16         Other Assets                                        HTML     49K 
31: R17         Investment Debt                                     HTML    116K 
32: R18         Senior Notes                                        HTML     58K 
33: R19         Borrowings Under Lines of Credit                    HTML     35K 
34: R20         Equity                                              HTML     89K 
35: R21         Earnings Per Share                                  HTML     57K 
36: R22         Segment Information                                 HTML    156K 
37: R23         Income Taxes                                        HTML     34K 
38: R24         Guarantor and Non-Guarantor Financial Statements    HTML    835K 
39: R25         Subsequent Events                                   HTML     33K 
40: R26         Summary of Significant Accounting Polices and       HTML     82K 
                Adoption of New Accounting Pronouncements                        
                (Policies)                                                       
41: R27         Real Estate and In-Place Lease Value (Tables)       HTML     56K 
42: R28         Unconsolidated Investments (Tables)                 HTML     78K 
43: R29         Fair Value Measurements and the Fair Value Option   HTML    159K 
                (Tables)                                                         
44: R30         Other Assets (Tables)                               HTML     49K 
45: R31         Investment Debt (Tables)                            HTML    137K 
46: R32         Senior Notes (Tables)                               HTML    124K 
47: R33         Equity (Tables)                                     HTML     72K 
48: R34         Earnings Per Share (Tables)                         HTML     53K 
49: R35         Segment Information (Tables)                        HTML    146K 
50: R36         Guarantor and Non-Guarantor Financial Statements    HTML    836K 
                (Tables)                                                         
51: R37         Basis of Presentation (Details)                     HTML     47K 
52: R38         Summary of Significant Accounting Polices and       HTML     54K 
                Adoption of New Accounting Pronouncements                        
                (Details)                                                        
53: R39         Loan Purchases and Originations (Details)           HTML     38K 
54: R40         Real Estate and In-Place Lease Value - Schedule of  HTML     40K 
                Investments in Consolidated Properties (Details)                 
55: R41         Real Estate and In-Place Lease Value - Narrative    HTML     41K 
                (Details)                                                        
56: R42         Real Estate and In-Place Lease Value - Schedule of  HTML     49K 
                Gains on Real Estate (Details)                                   
57: R43         Unconsolidated Investments - Narrative (Details)    HTML     61K 
58: R44         Unconsolidated Investments - Schedule of Joint      HTML     56K 
                Ventures (Details)                                               
59: R45         Unconsolidated Investments - Cash Distributions by  HTML     52K 
                Investment Type and Location (Details)                           
60: R46         Fair Value Measurements and the Fair Value Option   HTML     53K 
                - Schedule of Fair Value Measurements (Details)                  
61: R47         Fair Value Measurements and the Fair Value Option   HTML     42K 
                - Marketable Securities, Narrative (Details)                     
62: R48         Fair Value Measurements and the Fair Value Option   HTML     44K 
                - Unconsolidated Investments, Narrative (Details)                
                (Details)                                                        
63: R49         Fair Value Measurements and the Fair Value Option   HTML     33K 
                - Unconsolidated Investments (Details)                           
64: R50         Fair Value Measurements and the Fair Value Option   HTML     41K 
                - Schedule of Changes in Level 3 Investments                     
                (Details)                                                        
65: R51         Fair Value Measurements and the Fair Value Option   HTML     51K 
                - Schedule of Significant Inputs (Details)                       
66: R52         Fair Value Measurements and the Fair Value Option   HTML    108K 
                - Derivatives Financial Instruments (Details)                    
67: R53         Fair Value Measurements and the Fair Value Option   HTML     33K 
                - Fair Value of Financial Instruments, Narrative                 
                (Details)                                                        
68: R54         Other Assets (Details)                              HTML     77K 
69: R55         Investment Debt - Mortgage Loans (Details)          HTML     76K 
70: R56         Investment Debt - Narrative (Details)               HTML     98K 
71: R57         Investment Debt - Schedule of Maturities (Details)  HTML     54K 
72: R58         Senior Notes - Schedule of Senior Notes (Details)   HTML     49K 
73: R59         Senior Notes - Narrative (Details)                  HTML     46K 
74: R60         Borrowings Under Lines of Credit (Details)          HTML     82K 
75: R61         Equity - Common Stock (Details)                     HTML     38K 
76: R62         Equity - Dividend Distributions (Details)           HTML     44K 
77: R63         Equity - Share-Based Compensation (Details)         HTML     34K 
78: R64         Equity - Accumulated Other Comprehensive Income     HTML     51K 
                (Details)                                                        
79: R65         Equity - Noncontrolling Interests (Details)         HTML     35K 
80: R66         Earnings Per Share (Details)                        HTML     64K 
81: R67         Segment Information (Details)                       HTML    127K 
82: R68         Income Taxes (Details)                              HTML     59K 
83: R69         Guarantor and Non-Guarantor Financial Statements -  HTML     27K 
                Narrative (Details)                                              
84: R70         Guarantor and Non-Guarantor Financial Statements -  HTML    146K 
                Condensed Consolidating Balance Sheet (Details)                  
85: R71         Guarantor and Non-Guarantor Financial Statements -  HTML    166K 
                Consolidating Statement of Operations (Details)                  
86: R72         Guarantor and Non-Guarantor Financial Statements -  HTML     88K 
                Consolidated Statement of Comprehensive Income                   
                (Details)                                                        
87: R73         Guarantor and Non-Guarantor Financial Statements -  HTML    161K 
                Condensed Consolidating Statement of Cash Flows                  
                (Details)                                                        
88: R74         Subsequent Events (Details)                         HTML     44K 
90: XML         IDEA XML File -- Filing Summary                      XML    161K 
89: EXCEL       IDEA Workbook of Financial Reports                  XLSX    115K 
 9: EX-101.INS  XBRL Instance -- kw-20170331                         XML   5.15M 
11: EX-101.CAL  XBRL Calculations -- kw-20170331_cal                 XML    269K 
12: EX-101.DEF  XBRL Definitions -- kw-20170331_def                  XML   1.13M 
13: EX-101.LAB  XBRL Labels -- kw-20170331_lab                       XML   1.85M 
14: EX-101.PRE  XBRL Presentations -- kw-20170331_pre                XML   1.39M 
10: EX-101.SCH  XBRL Schema -- kw-20170331                           XSD    203K 
91: ZIP         XBRL Zipped Folder -- 0001408100-17-000083-xbrl      Zip    354K

‘EX-10.1’   —   Joinder Agreement, Dated as of April 18, 2017 Among Kennedy-Wilson, Inc., the Su

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  
Exhibit 10.1

JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of April 18, 2017 (this “Joinder Agreement”), made by the Subsidiaries signatory hereto (each, a “New Guarantor”) in favor of Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred to in that certain Credit Agreement, dated as of December 10, 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Kennedy-Wilson, Inc. (the “Borrower”), Kennedy-Wilson Holdings, Inc. (the “Parent”) and certain subsidiaries of the Parent from time to time party thereto as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.
1.    Each New Guarantor, hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, and acknowledges and agrees to:
(a)join the Credit Agreement as a Guarantor, as indicated with its signature below;
(b)be bound by all covenants, agreements and acknowledgments attributable to a Guarantor in the Credit Agreement; and
(c)perform all obligations and duties required of it by the Credit Agreement.
2.    Each New Guarantor represents and warrants that the representations and warranties contained in Article V of the Credit Agreement or which are contained in any other Loan Document under or in connection herewith, in each case, as they relate to such New Guarantor, are true and correct in all material respects on and as of the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this certification, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
3.    The name, type of organization, jurisdiction of incorporation or organization and taxpayer identification number of each New Guarantor is set forth in Annex I to this Joinder Agreement.
4.    This Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.

US-DOCS\78257920.3
Exhibit 10.1

5.    Except as expressly supplemented hereby, the Credit Agreement and the Guaranty shall remain in full force and effect.
6.    THIS JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the day and year first above written.
KW 400 CALIFORNIA MEMBER, LLC
KW ALBUQUERQUE FAR NORTH, LLC
KW CIG MANAGEMENT SERVICES, LLC
KW HARBOR II, LLC
KW HILLCREST SHOPPING CENTER, LLC
KW RIVERDALE AND 36, LLC
KW TERRA WEST SPONSOR, LLC
each, as a New Guarantor


By:                     
Name:    In Ku Lee
Title:    Vice President



ACKNOWLEDGED AND AGREED TO:
BANK OF AMERICA, N.A.,
as Administrative Agent


By:                     
Name:    
Title:    
KENNEDY-WILSON, INC.,
as the Borrower


By:                     
Name:    In Ku Lee
Title:    Vice President

ANNEX I
TO JOINDER AGREEMENT
Name of Guarantor
Type of Organization
Jurisdiction of Incorporation/Organization
Taxpayer ID
KW 400 California Member, LLC
LLC
Delaware
46-3916138
KW Albuquerque Far North, LLC
LLC
Delaware
46-3916358
KW CIG Management Services, LLC
LLC
Delaware
46-3916201
KW Harbor II, LLC
LLC
Delaware
46-3915857
KW Hillcrest Shopping Center, LLC
LLC
Delaware
46-3915903
KW Riverdale and 36, LLC
LLC
Delaware
46-3916010
KW Terra West Sponsor, LLC
LLC
Delaware
46-3916408


US-DOCS\78257920.3

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/10/17
4/18/174
For Period end:3/31/17
12/10/158-K
 List all Filings 

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/23  Kennedy-Wilson Holdings, Inc.     10-K/A     12/31/22   17:1.2M
 2/23/23  Kennedy-Wilson Holdings, Inc.     424B3                  1:4.9M
 2/22/23  Kennedy-Wilson Holdings, Inc.     10-K       12/31/22  119:23M
 3/31/22  Kennedy-Wilson Holdings, Inc.     10-K/A     12/31/21   16:660K
 2/28/22  Kennedy-Wilson Holdings, Inc.     424B3                  1:4.4M
 2/25/22  Kennedy-Wilson Holdings, Inc.     10-K       12/31/21  118:23M
 3/01/21  Kennedy-Wilson Holdings, Inc.     424B3                  1:5.1M
 2/26/21  Kennedy-Wilson Holdings, Inc.     10-K       12/31/20  123:27M
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