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KENNEDY-WILSON HOLDINGS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

July 17, 2014



Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 16, 2014, Kennedy-Wilson, Inc. (the "Borrower"), a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc. (the "Registrant"), amended its existing Revolving Loan Agreement (as amended to date, the "Loan Agreement") by entering into a Third Modification Agreement (the "Modification Agreement") with U.S. Bank National Association, a national banking association ("U.S. Bank"), as administrative agent, lead arranger and book manager (the "Agent"), and U.S. Bank, East-West Bank, a California banking corporation, The Governor and Company of the Bank of Ireland, Bank of America N.A., a national banking association ("Bank of America"), Deutsche Bank AG New York Branch ("Deutsche Bank") and J.P. Morgan Chase Bank, N.A., a national banking association ("J.P. Morgan"), as lenders (the "Lenders"). Pursuant to the terms of the Modification Agreement, the total principal amount available to be borrowed by the Borrower was increased by an additional $160.0 million, for an aggregate of $300.0 million (the "Loan Amount") and Bank of America, Deutsche Bank and J.P. Morgan joined the existing lender syndicate.

As of July 16, 2014, the Borrower had no outstanding balance under the Loan Agreement and the full Loan Amount was available to be drawn by the Borrower. Among other changes to certain covenants in the Loan Agreement, Borrower agreed to maintain, along with its wholly-owned subsidiaries, an effective tangible net worth equal to or greater than $500.0 million plus fifty percent of any equity issuances after March 31, 2014. The Modification Agreement also increases the amount of dividends that may be declared and paid on the Registrant's common stock without obtaining lender consent.

The foregoing description of the Modification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Modification Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

In connection with the Modification Agreement, the Registrant and certain of its subsidiaries also entered into a Consent of Guarantor, pursuant to which the Registrant and certain subsidiaries reaffirmed its obligations in favor of the Agent and the Lenders under its existing Repayment Guaranty.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.



10.1 Third Modification Agreement, dated July 16, 2014, by and among

Kennedy-Wilson, Inc., U.S. Bank National Association, a national banking association ("U.S. Bank"), as administrative agent, lead arranger and book manager, and U.S. Bank, East-West Bank, a California banking corporation, The Governor and Company of the Bank of Ireland, Bank of America N.A., a national banking association, Deutsche Bank AG New York Branch and J.P. Morgan Chase Bank, N.A., a national banking association, as lenders.


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Source: Edgar Glimpses


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