Document

Exhibit 4.18

 KENNEDY-WILSON HOLDINGS, INC.,
as Parent


KENNEDY-WILSON, INC.,


as Issuer


THE SUBSIDIARY GUARANTORS Party HERETO


THE Released EntitIES Party HERETO


and


WILMINGTON TRUST, NATIONAL ASSOCIATION


as Trustee
                    
SUPPLEMENTAL INDENTURE NO. 13
Dated as of January 19, 2021


to


INDENTURE


Dated as of March 25, 2014 
                    


5.875% Senior Notes due 2024




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    SUPPLEMENTAL INDENTURE NO. 13 (the “Supplemental Indenture”), dated as of January 19, 2021, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), KW Pacifica, LLC, a Delaware limited liability company, KW Riverwalk, LLC, a Delaware limited liability company, KW ABQ, LLC, a Delaware limited liability company, KW F5 Tower, LLC, a Delaware limited liability company, KW Manhattan Beach Studio Loan, LLC, a Delaware limited liability company, KW Golden State Tower Loan, LLC, a Delaware limited liability company, KW RockVue, LLC, a Delaware limited liability company, KW South Main Station, a Delaware limited liability company, KWF Manager, LLC, a Delaware limited liability company, KW Residences at Harvard, LLC, a Delaware limited liability company, KW Moffett Place, LLC, a Delaware limited liability company, KW The Press, LLC, a Delaware limited liability company, KW Orchard-Trimble Campus, LLC, a Delaware limited liability company, KW 50 West, LLC, a Delaware limited liability company, KW Kohanaiki, LLC, a Delaware limited liability company, KW EU Capital 2, LLC, a Delaware limited liability company, KW EU Capital 3, LLC, a Delaware limited liability company, KW 134th Street Lofts, LLC, a Delaware limited liability company  and KW Ashton Parc Villagio, LLC, a Delaware limited liability company (the preceding twenty-one entities, each, a “New Guarantor” and, collectively, the “New Guarantors”), Fairways 340 Corp, a Delaware corporation, KW 1200 Main LLC, a Delaware limited liability company, KW Armacost, LLC, a Delaware limited liability company, KW Four Points LLC, a Delaware limited liability company, KW Loan Partners VII, LLC, a Delaware limited liability company, KW Loan Partners VIII, LLC, a Delaware limited liability company, KWF Investors III, LLC, a Delaware limited liability company, KWF Investors V, LLC, a Delaware limited liability company, KWF Manager I, LLC, a Delaware limited liability company, KWF Manager II, LLC, a Delaware limited liability company, KWF Manager III, LLC, a Delaware limited liability company, Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company, Kennedy-Wilson Property Equity, Inc., a Delaware corporation, Kennedy Wilson Property Services III, GP, LLC, a Delaware limited liability company, Kennedy Wilson Property Services III L.P., a Delaware limited partnership, Kennedy Wilson Property Services IV GP, LLC , a Delaware limited liability company Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership, Kennedy Wilson Property Special Equity III, LLC, a Delaware limited liability company, Kennedy-Wilson Property Services, Inc., a Delaware corporation, Kennedy-Wilson Property Special Equity, Inc., a Delaware corporation, Kennedy-Wilson Property Special Equity II, Inc., a Delaware corporation, Kennedy-Wilson Property Equity II, Inc., a Delaware corporation, and Kennedy-Wilson Property Services II, Inc., a Delaware corporation (the preceding twenty-three entities, each, a “Released Entity” and together, the “Released Entities”), 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;
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    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);
    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 First Supplemental Indenture provides that under certain circumstances the Guaranties (as defined in the Indenture) of the Released Entities will terminate;
    WHEREAS, the Issuer, the New Guarantors, the Released Entities, the Parent Guarantor and the Guarantors have duly authorized the execution and delivery of this Supplemental Indenture, subject to the terms and conditions described herein;
    WHEREAS, the Issuer, the New Guarantors, the Released Entities, 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.
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Section 4.    The Guaranties of the Released Entities are hereby released and discharged.
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 Entities party hereto.
[Remainder of this Page Intentionally Left Blank; Signature Pages Follow]


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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 Pacifica, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 


KW Riverwalk, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 




KW ABQ, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 




    [Signature page to Supplemental Indenture No. 13]












KW F5 Tower, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 




KW Manhattan Beach Studio Loan, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 




KW Golden State Tower Loan, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 


KW RockVue, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 


KW South Main Station




By:                    
Name:    In Ku Lee 
Title:    Vice President 


KWF Manager, LLC




By:                    
Name:    In Ku Lee 
    [Signature page to Supplemental Indenture No. 13]












Title:    Vice President 


    [Signature page to Supplemental Indenture No. 13]












KW Residences at Harvard, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 


KW Moffett Place, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 
KW The Press, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 








KW Orchard-Trimble Campus, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 




KW 50 West, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 




    [Signature page to Supplemental Indenture No. 13]














KW Kohanaiki, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 






KW EU Capital 2, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 




KW EU Capital 3, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 




KW 134th Street Lofts, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 




    [Signature page to Supplemental Indenture No. 13]












KW Ashton Park Villagio, LLC




By:                    
Name:    In Ku Lee 
Title:    Vice President 


                        fairways 340 corp.


By:                    
Name:    Justin Enbody 
Title:    President and CFO 




KW 1200 Main LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 




KW Armacost, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 




KW Four Points LLC


By:                    
Name:    Matt Windisch 
Title:    Vice President 




KW Loan Partners VII, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 




    [Signature page to Supplemental Indenture No. 13]












KW Loan Partners VIII. LLC.


By:                    
Name:    Matt Windisch 
Title:    Vice President 


KWF Investors III, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 






KWF Investors V, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 




KWF Manager I, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 




KWF Manager II, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 




KWF Manager III, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 


    [Signature page to Supplemental Indenture No. 13]












Kennedy Wilson Property Equity IV, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 


Kennedy-Wilson Property Equity, Inc.


By:                    
Name:    Kent Mouton 
Title:    President 


Kennedy Wilson Property Services III GP, LLC


By:                    
Name:    Kent Mouton 
Title:    Vice President 


Kennedy Wilson Property Services III, L.P.


On behalf of Kennedy Wilson Property Services III, GP, LLC, in its capacity as General Partner
By:                    
Name:    Kent Mouton 
Title:    President 


Kennedy Wilson Property Services IV GP, LLC


By:                    
Name:    Kent Mouton 
Title:    President 




Kennedy Wilson Property Services IV, L.P.


On behalf of Kennedy Wilson Property Services III, GP, LLC, in its capacity as General Partner
By:                    
Name:    Kent Mouton 
Title:    President 
    [Signature page to Supplemental Indenture No. 13]














    [Signature page to Supplemental Indenture No. 13]












Kennedy Wilson Property Special Equity III, LLC


By:                    
Name:    In Ku Lee 
Title:    Vice President 


Kennedy-Wilson Property Services, Inc.


By:                    
Name:    Kent Mouton 
Title:    President 




Kennedy-Wilson Property Special Equity, Inc.


By:                    
Name:    Kent Mouton 
Title:    President 




Kennedy-Wilson Property Special Equity II, Inc.


By:                    
Name:    Kent Mouton 
Title:    President




Kennedy-Wilson Property Equity II, Inc.


By:                    
Name:    Kent Mouton 
Title:    President


Kennedy-Wilson Property Services II, Inc.


By:                    
Name:    Kent Mouton 
Title:    President




    [Signature page to Supplemental Indenture No. 13]












Each of the Guarantors named in Exhibit A hereto
By:                    
Name:    In Ku Lee 
    Title:    Vice President




    [Signature page to Supplemental Indenture No. 13]


















Wilmington Trust, National Association, as Trustee


By:                    
Name:    
    Title:    


    [Signature page to Supplemental Indenture No. 13]













Exhibit A
Guarantors
K-W Properties
KW BASGF II Manager, LLC
KWF Investors I, LLC
Kennedy Wilson Overseas Investments, Inc. 
KW—Richmond, LLC
SG KW Venture I Manager LLC
KW Loan Partners I LLC
KW Summer House Manager, LLC
KW Montclair, 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 Auction Group Inc.
KWF Manager IV, LLC
KW Ireland, LLC
Kennedy Wilson Real Estate Sales & Marketing
KWF Investors IV, LLC
Santa Maria Land Partners Manager, LLC
KW Investment Adviser, LLC
Kennedy-Wilson Capital
KWF Investors VII, LLC
KWF Manager VII, LLC
KW Residential Capital, LLC
KW Boise Plaza, LLC
KW EU Loan Partners II, 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
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
KW Cypress, LLC
KW Tacoma Condos, LLC
KW Desert Ramrod Sponsor, LLC
KW 9350 Civic Center Drive, LLC
KW Taylor Yard 55, LLC
KW Red Cliff Shopping Center, LLC
KW Holiday Village Shopping Center, LLC
KW Hilltop Manager II, LLC
KW Bozeman Investors, LLC
KW One Baxter Way GP, LLC
KW Riverdale and 36, LLC 
KW 400 California Member, LLC 
KW CIG Management Services, LLC
KW Terra West Sponsor, LLC
KW Hanover Quay, LLC
Kennedy Wilson Property Equity VI, LLC
Kennedy Wilson Property Services VI, LLC
KW LV 3 Sponsor, LLC
KW NB LLC
KW Camarillo Land, LLC
KW 2013 EE, LLC
KW EU PRS Investor, LLC
KW Rosewood Premiere, LLC
KW River Pointe Premier, LLC
KW Kawana Springs, LLC
KW Quebec Participant, LLC
KW Quebec Asset Manager, LLC
KW Real Estate II Equity, LLC
KW Real Estate II Carry, LLC
KW Real Estate II GP, LLC
KW Sunset CP Participant, LLC
KW Sunset CP Asset Manager, LLC
KW CP West Hills Participant, LLC
KW CP West Hills Asset Manager, LLC
KW Linder Road, LLC
KW Seattle Office Portfolio GP, LLC
    








KW CDO Investor, LLC
KW Hamilton Landing – Land, LLC
KW Rancho Mirage Loan, LLC
KW Sunset North, LLC
KW Heights Investor, LLC
KW Burlingame Point Loan, LLC