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Kennedy-Wilson Holdings, Inc. – ‘10-Q’ for 3/31/16 – ‘EX-10.1’

On:  Friday, 5/6/16, at 4:17pm ET   ·   For:  3/31/16   ·   Accession #:  1408100-16-312   ·   File #:  1-33824

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

 5/06/16  Kennedy-Wilson Holdings, Inc.     10-Q        3/31/16   96:15M

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   1.18M 
 2: EX-10.1     Supplemental Indenture No. 4 Dated January 22,      HTML     56K 
                2016 Among Kennedy-Wilson, Inc.                                  
 3: EX-10.2     Supplemental Indenture No. 5 Dated February 11,     HTML     50K 
                2016 Among Kennedy-Wilson, Inc.                                  
 4: EX-10.3     Supplemental Indenture No. 12 to the 2042 Notes     HTML     56K 
                Indenture Dated as of January 2                                  
 5: EX-10.4     Supplemental Indenture No. 13 to the 2042 Notes     HTML     51K 
                Indenture Dated as of February                                   
 6: EX-10.5     Joinder Agreement, Dated as of January 22, 2016     HTML     37K 
                Among Kennedy-Wilson, Inc., the                                  
 7: EX-10.6     Joinder Agreement, Dated as of February 11, 2016    HTML     35K 
                Among Kennedy-Wilson, Inc., Th                                   
 8: EX-31.1     Certification Pursuant to Rule 13A-14(A) or Rule    HTML     35K 
                15D-14(A) of the Securities Ex                                   
 9: EX-31.2     Certification Pursuant to Rule 13A-14(A) or Rule    HTML     35K 
                15D-14(A) of the Securities Ex                                   
10: EX-32.1     Certification Pursuant to 18 U.S.C. Section 1350,   HTML     30K 
                as Adopted Pursuant to Sectio                                    
11: EX-32.2     Certification Pursuant to 18 U.S.C. Section 1350,   HTML     30K 
                as Adopted Pursuant to Sectio                                    
18: R1          Document and Entity Information                     HTML     46K 
19: R2          Consolidated Balance Sheets (Unaudited)             HTML     97K 
20: R3          Consolidated Balance Sheets (Unaudited)             HTML     84K 
                (Parenthetical)                                                  
21: R4          Consolidated Statements of Operations (Unaudited)   HTML    116K 
22: R5          Consolidated Statements of Operations (Unaudited)   HTML     31K 
                (Parenthetical)                                                  
23: R6          Consolidated Statements of Comprehensive Income     HTML     61K 
                (Loss) (Unaudited)                                               
24: R7          Consolidated Statement of Equity (Unaudited)        HTML     87K 
25: R8          Consolidated Statements of Cash Flows (Unaudited)   HTML    160K 
26: R9          Consolidated Statements of Cash Flows (Unaudited)   HTML     29K 
                (Parenthetical)                                                  
27: R10         Basis of Presentation                               HTML     41K 
28: R11         Summary of Significant Accounting Policies and      HTML     49K 
                Adoption of New Accounting Pronouncements                        
29: R12         Loan Purchases and Originations                     HTML     35K 
30: R13         Real Estate and In-Place Lease Value                HTML     88K 
31: R14         Unconsolidated Investments                          HTML    116K 
32: R15         Fair Value Measurements and the Fair Value Option   HTML    135K 
33: R16         Other Assets                                        HTML     49K 
34: R17         Investment Debt                                     HTML    126K 
35: R18         Senior Notes                                        HTML     58K 
36: R19         Borrowings Under Lines of Credit                    HTML     38K 
37: R20         Equity                                              HTML     90K 
38: R21         Earnings Per Share                                  HTML     59K 
39: R22         Segment Information                                 HTML    159K 
40: R23         Income Taxes                                        HTML     35K 
41: R24         Guarantor and Non-Guarantor Financial Statements    HTML    837K 
42: R25         Subsequent Events                                   HTML     30K 
43: R26         Summary of Significant Accounting Policies and      HTML     69K 
                Adoption of New Accounting Pronouncements                        
                (Policies)                                                       
44: R27         Real Estate and In-Place Lease Value (Tables)       HTML     83K 
45: R28         Unconsolidated Investments (Tables)                 HTML    108K 
46: R29         Fair Value Measurements and the Fair Value Option   HTML    131K 
                (Tables)                                                         
47: R30         Other Assets (Tables)                               HTML     49K 
48: R31         Investment Debt (Tables)                            HTML    147K 
49: R32         Senior Notes (Tables)                               HTML    134K 
50: R33         Equity (Tables)                                     HTML     76K 
51: R34         Earnings Per Share (Tables)                         HTML     55K 
52: R35         Segment Information (Tables)                        HTML    150K 
53: R36         Guarantor and Non-Guarantor Financial Statements    HTML    838K 
                (Tables)                                                         
54: R37         Basis of Presentation (Details)                     HTML     64K 
55: R38         Summary of Significant Accounting Policies and      HTML     47K 
                Adoption of New Accounting Pronouncements                        
                (Details)                                                        
56: R39         Loan Purchases and Originations - Additional        HTML     50K 
                Information (Details)                                            
57: R40         Real Estate and In-Place Lease Value - Schedule of  HTML     42K 
                Investments in Consolidated Properties (Details)                 
58: R41         Real Estate and In-Place Lease Value - Additional   HTML     55K 
                Information (Details)                                            
59: R42         Real Estate and In-Place Lease Value - Schedule of  HTML     65K 
                Acquisitions (Details)                                           
60: R43         Real Estate and In-Place Lease Value - Schedule of  HTML     38K 
                Pro Forma Information (Details)                                  
61: R44         Unconsolidated Investments - Schedule of            HTML     34K 
                Unconsolidated Investments (Details)                             
62: R45         Unconsolidated Investments - Additional             HTML     63K 
                Information (Details)                                            
63: R46         Unconsolidated Investments - Schedule of Joint      HTML     72K 
                Ventures (Details)                                               
64: R47         Unconsolidated Investments - Cash Distributions by  HTML     59K 
                Investment Type and Location (Details)                           
65: R48         Fair Value Measurements and the Fair Value Option   HTML     55K 
                - Schedule of Fair Value Measurements (Details)                  
66: R49         Fair Value Measurements and the Fair Value Option   HTML     42K 
                - Marketable Securities, Narrative (Details)                     
67: R50         Fair Value Measurements and the Fair Value Option   HTML     43K 
                - Unconsolidated Investments, Narrative (Details)                
                (Details)                                                        
68: R51         Fair Value Measurements and the Fair Value Option   HTML     35K 
                - Unconsolidated Investments (Details)                           
69: R52         Fair Value Measurements and the Fair Value Option   HTML     43K 
                - Schedule of Changes in Level 3 Investments                     
                (Details)                                                        
70: R53         Fair Value Measurements and the Fair Value Option   HTML     55K 
                - Schedule of Significant Inputs (Details)                       
71: R54         Fair Value Measurements and the Fair Value Option   HTML     82K 
                - Derivatives Financial Instruments (Details)                    
72: R55         Fair Value Measurements and the Fair Value Option   HTML     32K 
                - Fair Value of Financial Instruments, Narrative                 
                (Details)                                                        
73: R56         Other Assets (Details)                              HTML     73K 
74: R57         Investment Debt - Mortgage Loans (Details)          HTML     82K 
75: R58         Investment Debt - Additional Information (Details)  HTML     95K 
76: R59         Investment Debt - Schedule of Maturities (Details)  HTML     56K 
77: R60         Senior Notes - Schedule of Senior Notes (Details)   HTML     50K 
78: R61         Senior Notes - Additional Information (Details)     HTML     33K 
79: R62         Borrowings Under Lines of Credit (Details)          HTML     88K 
80: R63         Equity - Common Stock (Details)                     HTML     36K 
81: R64         Equity - Dividend Distributions (Details)           HTML     49K 
82: R65         Equity - Share-Based Compensation (Details)         HTML     35K 
83: R66         Equity - Accumulated Other Comprehensive Income     HTML     52K 
                (Details)                                                        
84: R67         Equity - Noncontrolling Interests (Details)         HTML     37K 
85: R68         Earnings Per Share (Details)                        HTML     66K 
86: R69         Segment Information (Details)                       HTML    132K 
87: R70         Income Taxes (Details)                              HTML     47K 
88: R71         Guarantor and Non-Guarantor Financial Statements    HTML     29K 
                (Details)                                                        
89: R72         Guarantor and Non-Guarantor Financial Statements -  HTML    146K 
                Condensed Consolidating Balance Sheet (Details)                  
90: R73         Guarantor and Non-Guarantor Financial Statements -  HTML    167K 
                Consolidating Statement of Operations (Details)                  
91: R74         Guarantor and Non-Guarantor Financial Statements -  HTML     93K 
                Consolidated Statement of Comprehensive Income                   
                (Details)                                                        
92: R75         Guarantor and Non-Guarantor Financial Statements -  HTML    167K 
                Condensed Consolidating Statement of Cash Flows                  
                (Details)                                                        
93: R76         Subsequent Events (Details)                         HTML     37K 
95: XML         IDEA XML File -- Filing Summary                      XML    167K 
94: EXCEL       IDEA Workbook of Financial Reports                  XLSX    114K 
12: EX-101.INS  XBRL Instance -- kw-20160331                         XML   5.22M 
14: EX-101.CAL  XBRL Calculations -- kw-20160331_cal                 XML    246K 
15: EX-101.DEF  XBRL Definitions -- kw-20160331_def                  XML   1.07M 
16: EX-101.LAB  XBRL Labels -- kw-20160331_lab                       XML   1.92M 
17: EX-101.PRE  XBRL Presentations -- kw-20160331_pre                XML   1.36M 
13: EX-101.SCH  XBRL Schema -- kw-20160331                           XSD    208K 
96: ZIP         XBRL Zipped Folder -- 0001408100-16-000312-xbrl      Zip    348K

‘EX-10.1’   —   Supplemental Indenture No. 4 Dated January 22, 2016 Among Kennedy-Wilson, Inc.

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

 <!   C:   C: 
  Exhibit  
Exhibit 10.1

KENNEDY-WILSON HOLDINGS, INC.,
as Parent

KENNEDY-WILSON, INC.,

as Issuer
THE SUBSIDIARY GUARANTORS PARTY HERETO

THE RELEASED ENTITY PARTY HERETO
and

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee
                    
SUPPLEMENTAL INDENTURE NO. 4
Dated as of January 22, 2016

to

INDENTURE

Dated as of March 25, 2014
                    

5.875% SENIOR NOTES DUE 2024


    


Exhibit 10.1

SUPPLEMENTAL INDENTURE NO. 4 (the “Supplemental Indenture”), dated as of January 22, 2016, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), KW 9350 Civic Center Drive, LLC, a Delaware limited liability company, KW Taylor Yard 55, LLC, a Delaware limited liability company, KW Red Cliff Shopping Center, LLC, a Delaware limited liability company, and KW Holiday Village Shopping Center, LLC, a Delaware limited liability company (each, a “New Guarantor” and, collectively, the “New Guarantors”), KW Fund IV—Kohanaiki, LLC, a Delaware limited liability company (the “Released Entity”), 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”).
WITNESSETH THAT:
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); and
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 Indenture provides that under certain circumstances the Guaranty (as defined in the Indenture) of the Released Entity will terminate;
WHEREAS, the Issuer and the Released Entity have duly authorized the execution and delivery of this Supplemental Indenture, subject to the terms and conditions described herein;
WHEREAS, the Company, the Released Entity, 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.
NOW, THEREFORE:

- 1 -



Exhibit 10.1

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 Guaranty of the Released Entity is hereby terminated.
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 Entity party hereto.
[Remainder of this Page Intentionally Left Blank; Signature Pages Follow]


- 2 -



Exhibit 10.1

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.

By:
            
Name:    In Ku Lee
Title:
Vice President

KENNEDY-WILSON HOLDINGS, INC.

By:
            
Name:    In Ku Lee
Title:
Vice President

KW 9350 CIVIC CENTER DRIVE, LLC
By:
                
Name:    In Ku Lee
Title:    Vice President

KW TAYLOR YARD 55, LLC
By:
                
Name:    In Ku Lee
Title:    Vice President


KW RED CLIFF SHOPPING CENTER, LLC
By:
                
Name:    In Ku Lee
Title:    Vice President


KW HOLIDAY VILLAGE SHOPPING CENTER, LLC

[Signature page to Supplemental Indenture No. 4]

Exhibit 10.1

By:
                
Name:    In Ku Lee
Title:    Vice President

KW FUND IV—KOHANAIKI, LLC
By:
                
Name:    In Ku Lee
Title:    Vice President


EACH OF THE GUARANTORS NAMED IN EXHIBIT A HERETO
By:
                
Name:    In Ku Lee
Title:    Vice President



[Signature page to Supplemental Indenture No. 4]

Exhibit 10.1

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:
                
Name:    
Title:    


[Signature page to Supplemental Indenture No. 4]

Exhibit 10.1

Exhibit A
Guarantors
Kennedy-Wilson Properties, Ltd.
Kennedy-Wilson Property Services, Inc.
Kennedy-Wilson Property Services II, Inc.
Kennedy Wilson Property Services III, L.P.
Kennedy-Wilson Property Equity, Inc.
Kennedy-Wilson Property Equity II, Inc.
Kennedy-Wilson Property Special Equity, Inc.
Kennedy-Wilson Property Special Equity II, Inc.
Kennedy Wilson Property Special Equity III, LLC
K-W Properties
Kennedy Wilson Property Services III GP, LLC
KW BASGF II Manager, LLC
KWF Investors I, LLC
KWF Investors II, LLC
KWF Investors III, LLC
KWF Manager I, LLC
KWF Manager II, LLC
KWF Manager III, LLC
Kennedy Wilson Overseas Investments, Inc.
Fairways 340 Corp.
KW—Richmond, LLC
SG KW Venture I Manager LLC
KW Loan Partners I LLC
KW Loan Partners II LLC
KW Summer House Manager, LLC
KW Montclair, LLC
KW Blossom Hill Manager, LLC
KW Serenade Manager, LLC
K-W Santiago Inc.
KW Redmond Manager, LLC
Dillingham Ranch Aina LLC
68-540 Farrington, LLC
KW Dillingham Aina LLC
Kennedy Wilson Fund Management Group, LLC
Kennedy-Wilson International
Kennedy-Wilson Tech, Ltd.
KWP Financial I
Kennedy-Wilson Properties, LTD.
Kennedy Wilson Auction Group Inc.
KWF Manager IV, LLC
KWF Manager V, LLC

    


Exhibit 10.1

KW Ireland, LLC
Kennedy Wilson Property Equity IV, LLC
KW Builder Marketing Services, Inc.
KW Telstar Partners, LLC
KWF Investors IV, LLC
KWF Investors V, LLC
Meyers Research, LLC
KW Armacost, LLC
Santa Maria Land Partners Manager, LLC
KW Investment Adviser, LLC
Kennedy-Wilson Capital
KW Captowers Partners, LLC
KW Four Points, LLC
KW Loan Partners VII, LLC
KWF Investors VII, LLC
KWF Manager VII, LLC,
KW Residential Capital, LLC
KW Boise Plaza, LLC
KW Loan Partners VIII, LLC
Kennedy Wilson Property Services IV, L.P.
Kennedy Wilson Property Services IV GP, LLC
KW/CV Third-Pacific Manager, LLC
KW EU Loan Partners II, LLC
KWF Investors VIII, LLC
KWF Manager VIII, LLC
KW 1200 Main, LLC
KW Harrington LLC
KW 5200 Lankershim Manager, LLC
KWF Manager X, LLC
KWF Manager XI, LLC
KWF Manager XII, LLC
KW Real Estate Venture XIII, LLC
KWF Manager XIII, LLC
KWF Manager XV, LLC
KW EU Loan Partners III, LLC
KW EU Investors I, LLC
KW Richfield Plaza, LLC
KW Currier Square Shopping Center, LLC
KW Creekview Shopping Center, LLC
KW Securities, LLC
KW Victory Land Loan, LLC
KW Victory Plaza Loan, LLC
Country Ridge IX, LLC
KW EU Investors VIII, LLC
KW Park Santa Fe, LLC

    


Exhibit 10.1

KW Cypress, LLC
KW Tacoma Condos, LLC
KW Desert Ramrod Sponsor, LLC


    


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/6/168-K
For Period end:3/31/16
1/22/16
3/25/144,  8-K
 List all Filings 

2 Subsequent Filings that Reference this Filing

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

 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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