SUPPLEMENTAL INDENTURE NO. 15
Exhibit 4.2
XXXXXXX-XXXXXX HOLDINGS, INC.,
as Parent
XXXXXXX-XXXXXX, INC.,
as Issuer
THE SUBSIDIARY GUARANTORS PARTY HERETO
and
WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee
SUPPLEMENTAL INDENTURE NO. 15
Dated as of April 13, 2017
to
INDENTURE
Dated as of November 28, 2012
7.75% SENIOR NOTES DUE 2042
SUPPLEMENTAL INDENTURE NO. 15 (the “Supplemental Indenture”), dated as of April 13, 2017, among Xxxxxxx-Xxxxxx, Inc., as issuer (the “Issuer”), KW Albuquerque Far North, LLC, a Delaware limited liability company, KW Xxxxx Xxxx Sponsor, LLC, a Delaware limited liability company, KW Harbor II, LLC, a Delaware limited liability company, KW Hillcrest Shopping Center, LLC, a Delaware limited liability company, KW Riverdale and 36, LLC, a Delaware limited liability company, KW 400 California Member, LLC, a Delaware limited liability company and KW CIG Management Services, LLC, a Delaware limited liability company (each, a “New Guarantor” and, collectively, the “New Guarantors”), the Guarantors (as defined in the Indenture referred to below), Xxxxxxx-Xxxxxx 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 November 28, 2012 (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 November 28, 2012 (the “First Supplemental Indenture”), relating to the Issuer’s 7.75% Senior Notes due 2042 (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);
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, the Company, 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:
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 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, and the New Guarantors party hereto.
[Remainder of this Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
XXXXXXX-XXXXXX, INC.
By: | Name: In Ku Lee |
Title: | Vice President |
XXXXXXX-XXXXXX HOLDINGS, INC.
By: | Name: In Ku Lee |
Title: | Vice President |
KW HARBOR II, LLC
By: | Name: In Ku Lee |
Title: | Vice President |
KW HILLCREST SHOPPING CENTER, LLC
By: | Name: In Ku Lee |
Title: | Vice President |
KW RIVERDALE AND 36, LLC
By: | Name: In Ku Lee |
Title: | Vice President |
KW 400 CALIFORNIA MEMBER, LLC
By: | Name: In Ku Lee |
Title: | Vice President |
KW CIG MANAGEMENT SERVICES, LLC
By: | Name: In Ku Lee |
Title: | Vice President |
KW ALBUQUERQUE FAR NORTH, LLC
By: | Name: In Ku Lee |
Title: | Vice President |
KW XXXXX XXXX SPONSOR, 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
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By: | Name: |
Title:
Exhibit A
Guarantors
Xxxxxxx-Xxxxxx Properties, Ltd.
Xxxxxxx-Xxxxxx Property Services, Inc.
Xxxxxxx-Xxxxxx Property Services II, Inc.
Xxxxxxx Xxxxxx Property Services III, X.X.
Xxxxxxx-Xxxxxx Property Equity, Inc.
Xxxxxxx-Xxxxxx Property Equity II, Inc.
Xxxxxxx-Xxxxxx Property Special Equity, Inc.
Xxxxxxx-Xxxxxx Property Special Equity II, Inc.
Xxxxxxx Xxxxxx Property Special Equity III, LLC
K-W Properties
Xxxxxxx Xxxxxx 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
Xxxxxxx Xxxxxx 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
X-X Xxxxxxxx Inc.
XX Xxxxxxx Manager, LLC
Xxxxxxxxxx Ranch Aina LLC
68-540 Xxxxxxxxxx, LLC
XX Xxxxxxxxxx Aina LLC
Xxxxxxx Xxxxxx Fund Management Group, LLC
Xxxxxxx-Xxxxxx International
Xxxxxxx- Xxxxxx Tech, Ltd.
KWP Financial I
Xxxxxxx-Xxxxxx Properties, LTD.
Xxxxxxx Xxxxxx Auction Group Inc.
KWF Manager IV, LLC
KWF Manager V, LLC
KW Ireland, LLC
Xxxxxxx Xxxxxx Property Equity IV, LLC
KW Builder Marketing Services, Inc.
KW Telstar Partners, LLC
KWF Investors IV, LLC
KWF Investors V, LLC
Xxxxxx Research, LLC
XX Xxxxxxxx, LLC
Santa Xxxxx Land Partners Manager, LLC
KW Investment Adviser, LLC
Xxxxxxx-Xxxxxx Capital
KW Captowers Partners, LLC
KW Four Points, LLC
KW Loan Partners VII, LLC
KWF Manager VII, LLC
KW Residential Capital, LLC
KW Boise Plaza, LLC
KW Loan Partners VIII, LLC
Xxxxxxx Xxxxxx Property Services IV, X.X.
Xxxxxxx Xxxxxx Property Services IV GP, LLC
KW/CV Third-Pacific Manager, LLC
KW EU Loan Partners II, LLC
KWF Investors VII, LLC
KWF Investors VIII, LLC
KWF Manager VIII, LLC
KW HP 11, LLC
KW 1200 Main, LLC
XX Xxxxxxxxxx LLC
KW 5200 Lankershim Manager, LLC
KWF Manager X, LLC
KWF Manager XI, LLC
KWF Manager XII, LLC
KW Victory Land Loan, LLC
KW Victory Plaza Loan, 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
XX Xxxxxxx Square Shopping Center, LLC,
KW Creekview Shopping Center, LLC,
KW Securities, LLC
KWF Manager X, LLC
KWF Manager XI, LLC
KWF Manager XII, LLC
Country Ridge IX, LLC
KW EU Investors VIII, LLC
KW Park Santa Fe, LLC
KW Cypress, LLC
KW Tacoma Condos, LLC
KW Desert Ramrod Sponsor, LLC
KW 9350 Civic Center Drive, LLC
XX Xxxxxx Yard 55, LLC
KW Red Cliff Shopping Center, LLC
KW Holiday Village Shopping Center, LLC
KW Hilltop Manager II, LLC
XX Xxxxxxx Investors, LLC
KW One Xxxxxx Way GP, LLC
