Attached files
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EX-4.1 - KH FUNDING CO | v192022_ex4-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): July 29, 2010
KH
FUNDING COMPANY
(Exact
name of registrant as specified in its charter)
Maryland
|
333-106501
|
52-1886133
|
(State
or other jurisdiction of
|
(Commission
file number)
|
(IRS
Employer
|
incorporation
or organization)
|
Identification
No.)
|
|
10801 Lockwood Drive, Suite
370, Silver Spring, Maryland 20901
(Address
of principal executive offices) (Zip Code)
(301)
592-8100
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On July 29, 2010, KH Funding Company
(the “Company”), Wells Fargo Bank, National Association (“Wells Fargo”), as
trustee under the Company’s Indenture dated as of August 2, 2004 (the
“Indenture”), and Law Debenture Trust Company of New York (“Law Debenture”)
entered into a Fourth Supplemental Indenture to provide for the resignation of
Wells Fargo as the Trustee for the Company’s Series 4 Subordinated Unsecured
Investment Debt Securities (the “Series 4 Notes”) and for the appointment of Law
Debenture as the Trustee for the Series 4 Notes. Wells Fargo remains
as the Trustee for the Company’s Series 3 Senior Secured Investment Debt
Securities (the “Series 3 Notes”). Under the Fourth Supplemental
Indenture, Wells Fargo assigned to Law Debenture all right, title and interest
of Wells Fargo in and to the trust under the Indenture and all the rights,
powers, protections, indemnities, immunities, duties, obligations and trusts of
Wells Fargo under the Indenture, solely with respect to the Series 4
Notes. The parties’ entry into the Fourth Supplemental Indenture was
permitted pursuant to Section 7.8 of the Indenture.
A copy of the Fourth Supplemental
Indenture is filed herewith as Exhibit 4.1 and incorporated herein by
reference.
The foregoing information relating to
the Fourth Supplemental Indenture is intended only as a summary and is qualified
in its entirety by reference to the terms of the Fourth Supplemental
Indenture. The Company has included a copy of the Fourth Supplemental
Indenture as an exhibit to this report pursuant to Item 601 of the SEC’s
Regulation S-K and to provide security holders with information regarding its
terms. This report is not intended to provide any other factual or
financial information about the Company, Wells Fargo or Law
Debenture. The representations, warranties and covenants contained in
the Fourth Supplemental Indenture were made only for purposes of that document
and as of specific dates; were solely for the benefit of the parties to the
Fourth Supplemental Indenture; may be subject to limitations agreed upon by the
parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Fourth
Supplemental Indenture instead of establishing these matters as facts; and may
be subject to standards of materiality applicable to the parties that differ
from those applicable to investors and security holders. Investors
and security holders should not rely on the representations, warranties and
covenants or any description thereof as characterizations of the actual state of
facts or condition of the Company, Wells Fargo or Law
Debenture. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date of the
Fourth Supplemental Indenture, which subsequent information may or may not be
fully reflected in public disclosures by the Company, Wells Fargo and/or Law
Debenture.
Item
3.03.
|
Material
Modification to Rights of Security
Holders.
|
The information contained in Item 1.01
is incorporated herein by reference.
2
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d) | Exhibits |
The exhibits filed with this report are
listed in the Exhibit Index that immediately follows the signature page of this
report, which Exhibit Index is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
KH FUNDING COMPANY | |||
Dated: July
30, 2010
|
By:
|
/s/ Robert L. Harris | |
Robert L. Harris | |||
President |
3
EXHIBIT INDEX
Exhibit
Number
|
Description |
4.1
|
Fourth Supplemental
Indenture dated as of July 29, 2010 among KH Funding Company, Wells Fargo
Bank, National Association, and Law Debenture Trust Company of New York
(filed herewith)
|
4