Attached files

file filename
8-K - FORM 8-K - Kennedy-Wilson Holdings, Inc.d274255d8k.htm
EX-10.10 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex1010.htm
EX-10.2 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex102.htm
EX-10.3 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex103.htm
EX-10.4 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex104.htm
EX-10.5 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex105.htm
EX-10.6 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex106.htm
EX-10.8 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex108.htm
EX-10.7 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex107.htm
EX-10.9 - MEMBERSHIP INTEREST ACQUISITION AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex109.htm
EX-3.1 - FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT - Kennedy-Wilson Holdings, Inc.d274255dex31.htm
EX-3.10 - FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT - Kennedy-Wilson Holdings, Inc.d274255dex310.htm
EX-3.2 - FIRST AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT - Kennedy-Wilson Holdings, Inc.d274255dex32.htm
EX-3.11 - FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED COMPANY AGREEMENT - Kennedy-Wilson Holdings, Inc.d274255dex311.htm
EX-3.12 - FIRST AMENDMENT TO OPERATING AGREEMENT OF KW SERENADE MANAGER, LLC - Kennedy-Wilson Holdings, Inc.d274255dex312.htm
EX-3.3 - FIRST AMENDMENT TO OPERATING AGREEMENT OF KW MONTCLAIR, LLC - Kennedy-Wilson Holdings, Inc.d274255dex33.htm
EX-3.5 - FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KWF INVESTORS I, LLC - Kennedy-Wilson Holdings, Inc.d274255dex35.htm
EX-3.4 - FIRST AMENDMENT TO OPERATING AGREEMENT OF KW BLOSSOM HILL MANAGER, LLC - Kennedy-Wilson Holdings, Inc.d274255dex34.htm
EX-3.6 - FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KWF INVESTORS II, LLC - Kennedy-Wilson Holdings, Inc.d274255dex36.htm
EX-3.8 - FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KWF INVESTORS V, LLC - Kennedy-Wilson Holdings, Inc.d274255dex38.htm
EX-3.7 - FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KWF INVESTORS III, LLC - Kennedy-Wilson Holdings, Inc.d274255dex37.htm
EX-3.9 - FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF KW-RICHMOND, LLC - Kennedy-Wilson Holdings, Inc.d274255dex39.htm
EX-4.4 - FOURTH SUPPLEMENTAL INDENTURE DATED AUGUST 5, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex44.htm
EX-4.3 - THIRD SUPPLEMENTAL INDENTURE DATED AUGUST 5, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex43.htm
EX-4.2 - SECOND SUPPLEMENTAL INDENTURE DATED AUGUST 5, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex42.htm
EX-4.6 - SIXTH SUPPLEMENTAL INDENTURE DATED AUGUST 5, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex46.htm
EX-4.5 - FIFTH SUPPLEMENTAL INDENTURE DATED AUGUST 5, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex45.htm
EX-4.7 - SEVENTH SUPPLEMENTAL INDENTURE DATED AUGUST 5, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex47.htm
EX-4.8 - EIGHTH SUPPLEMENTAL INDENTURE DATED SEPTEMBER 26, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex48.htm
EX-4.9 - NINTH SUPPLEMENTAL INDENTURE DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex49.htm
EX-10.1 - TRANSFER AGREEMENT DATED DECEMBER 28, 2011 - Kennedy-Wilson Holdings, Inc.d274255dex101.htm

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

dated as of August 5, 2011

among

Kennedy-Wilson, Inc.,

The Guarantors Party Hereto

and

Wilmington Trust, National Association

as Trustee

 

 

8.750% Senior Notes due 2019


THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 5, 2011, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Residential Group, Inc., a California corporation (the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Guarantors party thereto and Wilmington Trust FSB entered into the Indenture, dated as of April 1, 2011 (the “Indenture”), relating to the Company’s 8.750% Senior Notes due 2019 (the “Notes”);

WHEREAS, the Trustee succeeded Wilmington Trust FSB, as trustee under the Indenture as of July 1, 2011, pursuant to the provisions of Section 7.09 of the Indenture;

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created domestic Restricted Subsidiaries, other than Non-Material Subsidiaries and other than any Restricted Subsidiary prohibited from providing a Guarantee by any agreement governing Non-Recourse Indebtedness (or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower under any Non-Recourse Indebtedness), any joint venture agreement or the terms of any Co-investment Vehicle or any separate account or investment program managed, operated or sponsored by an Investment Subsidiary, to provide Guaranties.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Undersigned, 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 11 thereof.

Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

 

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., as Company
By:  

/s/ Freeman A. Lyle

  Name: Freeman A. Lyle
  Title: Chief Financial Officer
KW Residential Group, Inc.
By:  

/s/ Rhett Winchell

  Name: Rhett Winchell
  Title: President
Wilmington Trust, National Association as Trustee
By:  

/s/ Timothy P. Mowdy

  Name: Timothy P. Mowdy
  Title: Vice President

[Supplemental Indenture Signature Page]