0001193125-11-264575.txt : 20111005 0001193125-11-264575.hdr.sgml : 20111005 20111005142859 ACCESSION NUMBER: 0001193125-11-264575 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 104 FILED AS OF DATE: 20111005 DATE AS OF CHANGE: 20111005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENNEDY WILSON INC CENTRAL INDEX KEY: 0000885720 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 954364537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177 FILM NUMBER: 111126459 BUSINESS ADDRESS: STREET 1: 9601 WILSHIRE SUITE 220 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3108876400 MAIL ADDRESS: STREET 1: 9601 WILSHIRE BLVD STREET 2: SUITE 220 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Holdings, Inc. CENTRAL INDEX KEY: 0001408100 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 260508760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-55 FILM NUMBER: 111126513 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD., SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FORMER COMPANY: FORMER CONFORMED NAME: Prospect Acquisition Corp DATE OF NAME CHANGE: 20070727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 68-540 Farrington, LLC CENTRAL INDEX KEY: 0001531887 IRS NUMBER: 204879846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-18 FILM NUMBER: 111126476 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dillingham Ranch Aina LLC CENTRAL INDEX KEY: 0001531891 IRS NUMBER: 204635382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-19 FILM NUMBER: 111126477 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K-W Santiago, Inc. CENTRAL INDEX KEY: 0001531892 IRS NUMBER: 954704530 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-22 FILM NUMBER: 111126480 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Auction Group, Inc. CENTRAL INDEX KEY: 0001531893 IRS NUMBER: 260808460 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-11 FILM NUMBER: 111126469 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Fund Management Group, LLC CENTRAL INDEX KEY: 0001531894 IRS NUMBER: 208342380 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-16 FILM NUMBER: 111126474 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Overseas Investments, Inc. CENTRAL INDEX KEY: 0001531895 IRS NUMBER: 202715619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-36 FILM NUMBER: 111126494 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Property Equity IV, LLC CENTRAL INDEX KEY: 0001531897 IRS NUMBER: 452147199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-06 FILM NUMBER: 111126464 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Wilson Property Services III GP, LLC CENTRAL INDEX KEY: 0001531898 IRS NUMBER: 263806726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-44 FILM NUMBER: 111126502 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson International CENTRAL INDEX KEY: 0001531899 IRS NUMBER: 953379144 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-15 FILM NUMBER: 111126473 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Equity II, Inc. CENTRAL INDEX KEY: 0001531901 IRS NUMBER: 203812712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-49 FILM NUMBER: 111126507 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Equity, Inc. CENTRAL INDEX KEY: 0001531902 IRS NUMBER: 954812580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-50 FILM NUMBER: 111126508 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Services II, Inc. CENTRAL INDEX KEY: 0001531903 IRS NUMBER: 203693493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-52 FILM NUMBER: 111126510 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Services III, L.P. CENTRAL INDEX KEY: 0001531905 IRS NUMBER: 261558520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-51 FILM NUMBER: 111126509 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Tech, Ltd. CENTRAL INDEX KEY: 0001531906 IRS NUMBER: 954725845 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-14 FILM NUMBER: 111126472 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Anaheim Land Partners LLC CENTRAL INDEX KEY: 0001531908 IRS NUMBER: 205046652 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-21 FILM NUMBER: 111126479 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW BASGF II Manager, LLC CENTRAL INDEX KEY: 0001531909 IRS NUMBER: 205523327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-43 FILM NUMBER: 111126501 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Blossom Hill Manager, LLC CENTRAL INDEX KEY: 0001531910 IRS NUMBER: 263330309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-24 FILM NUMBER: 111126482 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Dillingham Aina LLC CENTRAL INDEX KEY: 0001531912 IRS NUMBER: 204788802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-17 FILM NUMBER: 111126475 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Fairways 340 Corp. CENTRAL INDEX KEY: 0001531914 IRS NUMBER: 204169707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-35 FILM NUMBER: 111126493 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Fund IV - Kohanaiki, LLC CENTRAL INDEX KEY: 0001531915 IRS NUMBER: 452718657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-04 FILM NUMBER: 111126462 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Loan Partners I, LLC CENTRAL INDEX KEY: 0001531916 IRS NUMBER: 271944476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-31 FILM NUMBER: 111126489 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Mill Creek Property Manager, LLC CENTRAL INDEX KEY: 0001531917 IRS NUMBER: 260301460 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-26 FILM NUMBER: 111126484 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Montclair, LLC CENTRAL INDEX KEY: 0001531918 IRS NUMBER: 262942185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-25 FILM NUMBER: 111126483 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Multi-Family Management Group, LLC CENTRAL INDEX KEY: 0001531919 IRS NUMBER: 203909439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-13 FILM NUMBER: 111126471 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Redmond Manager, LLC CENTRAL INDEX KEY: 0001531920 IRS NUMBER: 262773678 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-20 FILM NUMBER: 111126478 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Residential Group, Inc. CENTRAL INDEX KEY: 0001531921 IRS NUMBER: 452718656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-05 FILM NUMBER: 111126463 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Serenade Manager, LLC CENTRAL INDEX KEY: 0001531922 IRS NUMBER: 273271987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-23 FILM NUMBER: 111126481 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Summerhouse Manager, LLC CENTRAL INDEX KEY: 0001531923 IRS NUMBER: 272502491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-27 FILM NUMBER: 111126485 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Sunrise Carlsbad, LLC CENTRAL INDEX KEY: 0001531924 IRS NUMBER: 273576271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-29 FILM NUMBER: 111126487 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW-Richmond, LLC CENTRAL INDEX KEY: 0001531925 IRS NUMBER: 262852263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-34 FILM NUMBER: 111126492 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors I, LLC CENTRAL INDEX KEY: 0001531926 IRS NUMBER: 273337920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-42 FILM NUMBER: 111126500 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors II, LLC CENTRAL INDEX KEY: 0001531927 IRS NUMBER: 273788594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-41 FILM NUMBER: 111126499 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors III, LLC CENTRAL INDEX KEY: 0001531928 IRS NUMBER: 274110400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-40 FILM NUMBER: 111126498 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors IV, LLC CENTRAL INDEX KEY: 0001531929 IRS NUMBER: 451836132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-03 FILM NUMBER: 111126461 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Investors V, LLC CENTRAL INDEX KEY: 0001531930 IRS NUMBER: 452477455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-02 FILM NUMBER: 111126460 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager I, LLC CENTRAL INDEX KEY: 0001531931 IRS NUMBER: 273337771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-39 FILM NUMBER: 111126497 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager III, LLC CENTRAL INDEX KEY: 0001531932 IRS NUMBER: 274110811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-37 FILM NUMBER: 111126495 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager V, LLC CENTRAL INDEX KEY: 0001531933 IRS NUMBER: 452477455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-08 FILM NUMBER: 111126466 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWP Financial I CENTRAL INDEX KEY: 0001531934 IRS NUMBER: 954506679 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-12 FILM NUMBER: 111126470 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacifica West Coast Partners, LLC CENTRAL INDEX KEY: 0001531935 IRS NUMBER: 271533980 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-33 FILM NUMBER: 111126491 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K-W Properties CENTRAL INDEX KEY: 0001531938 IRS NUMBER: 954492564 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-45 FILM NUMBER: 111126503 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Properties, Ltd. CENTRAL INDEX KEY: 0001531939 IRS NUMBER: 954697159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-54 FILM NUMBER: 111126512 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Services, Inc. CENTRAL INDEX KEY: 0001531940 IRS NUMBER: 954812579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-53 FILM NUMBER: 111126511 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Loan Partners II, LLC CENTRAL INDEX KEY: 0001531941 IRS NUMBER: 272450209 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-30 FILM NUMBER: 111126488 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager II, LLC CENTRAL INDEX KEY: 0001531942 IRS NUMBER: 273788479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-38 FILM NUMBER: 111126496 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWF Manager IV, LLC CENTRAL INDEX KEY: 0001531943 IRS NUMBER: 451836132 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-09 FILM NUMBER: 111126467 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SG KW Venture I Manager, LLC CENTRAL INDEX KEY: 0001531944 IRS NUMBER: 271366657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-32 FILM NUMBER: 111126490 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: DE ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Ireland, LLC CENTRAL INDEX KEY: 0001531953 IRS NUMBER: 451840083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-07 FILM NUMBER: 111126465 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KW Telstar Partners, LLC CENTRAL INDEX KEY: 0001531954 IRS NUMBER: 452718658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-01 FILM NUMBER: 111126458 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunrise Property Associates CENTRAL INDEX KEY: 0001531986 IRS NUMBER: 953825023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-28 FILM NUMBER: 111126486 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Special Equity, Inc. CENTRAL INDEX KEY: 0001531997 IRS NUMBER: 954812583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-48 FILM NUMBER: 111126506 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Special Equity II, Inc. CENTRAL INDEX KEY: 0001531998 IRS NUMBER: 203693618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-47 FILM NUMBER: 111126505 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Property Special Equity III, LLC CENTRAL INDEX KEY: 0001531999 IRS NUMBER: 261558607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-46 FILM NUMBER: 111126504 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6495 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy-Wilson Properties (IL) CENTRAL INDEX KEY: 0001532055 IRS NUMBER: 362709910 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-177177-10 FILM NUMBER: 111126468 BUSINESS ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-887-6400 MAIL ADDRESS: STREET 1: 9701 WILSHIRE BLVD. STREET 2: SUITE 700 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 S-4 1 d235317ds4.htm FORM S-4 Form S-4
Table of Contents

As filed with the Securities and Exchange Commission on October 5, 2011

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KENNEDY-WILSON, INC.

(Exact name of registrant as specified in its charter)

 

 

SEE TABLE OF ADDITIONAL REGISTRANTS

 

Delaware   6500  

95-4364537

(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		  

(I.R.S. Employer

Identification No.)

9701 Wilshire Boulevard, Suite 700

Beverly Hills, California 90212

(310) 887-6400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William J. McMorrow

Chief Executive Officer

Kennedy-Wilson, Inc.

9701 Wilshire Boulevard, Suite 700

Beverly Hills, California 90212

(310) 887-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

With a copy to:

Julian T.H. Kleindorfer

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, California 90071

(213) 485-1234

Fax: (213) 891-8763

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨     Accelerated filer   x
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)   Smaller reporting company   ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

   Amount to be
Registered		   Maximum Offering
Price Per Note(1)		   Maximum
Aggregate Offering
Price		   Amount of
Registration Fee

8.750 % Senior Notes due 2019

   $250,000,000   100%   $250,000,000   $28,650

Guarantees of 8.750% Senior Notes due 2019(2)

   N/A   N/A   N/A   (3)

 

 

 

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).
(2) See inside facing page for additional registrant guarantors.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

 

 

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

Table of Contents

TABLE OF ADDITIONAL REGISTRANTS

Additional Registrants (as Guarantors of 8.750% Senior Notes due 2019)

 

Exact Name of Registrant

as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
Code
Number		    Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s
Principal Executive Offices
Kennedy-Wilson Holdings, Inc.    DE    26-0508760    6531-04   

97016 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Properties,
Ltd.		    DE    95-4697159    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property
Services, Inc.		    DE    95-4812579    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property
Services, II, Inc.		    DE    20-3693493    6531-06   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property
Services III, L.P.		    DE    26-1558520    6531-06   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property
Equity, Inc.		    DE    95-4812580    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property
Equity II, Inc.		    DE    20-3812712    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property
Special Equity, Inc.		    DE    95-4812583    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property
Special Equity II, Inc.		    DE    20-3693618    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property
Special Equity III, LLC		    DE    26-1558607    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

K-W Properties    CA    95-4492564    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property
Services III GP, LLC		    DE    26-3806726    6531-06   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW BASGF II Manager, LLC    DE    20-5523327    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant

as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
Code
Number		    Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s
Principal Executive Offices
KWF Investors I, LLC    DE    27-3337920    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Investors II, LLC    DE    27-3788594    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Investors III, LLC    DE    27-4110400    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager I, LLC    DE    27-3337771    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager II, LLC    DE    27-3788479    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager III, LLC    DE    27-4110811    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Overseas
Investments, Inc.		    DE    20-2715619    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Fairways 340 Corp.    DE    20-4169707    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW-Richmond, LLC    DE    26-2852263    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Pacifica West Coast Partners,
LLC		    CA    27-1533980    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

SG KW Venture I Manager
LLC		    DE    27-1366657    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners I LLC    DE    27-1944476    6162-01   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners II LLC    CA    27-2450209    6162-01   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Sunrise Carlsbad, LLC    DE    27-3576271    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Sunrise Property Associates,
LLC		    DE   

95-3825023

    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant

as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
Code
Number		    Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s
Principal Executive Offices
KW Summer House Manager,
LLC		    DE    27-2502491    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Mill Creek Property
Manager, LLC		    CA    26-0301460    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Montclair, LLC    DE    26-2942185    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Blossom Hill Manager,
LLC		    DE    26-3330309    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Serenade Manager, LLC    DE    27-3271987    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

K-W Santiago Inc.    CA    95-4704530    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Anaheim Land Partners
LLC		    DE    20-5046652    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Redmond Manager, LLC    DE    26-2773678    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Dillingham Ranch Aina LLC    DE    20-4635382    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

68-540 Farrington, LLC    DE    20-4879846    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Dillingham Aina LLC    DE    20-4788802    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Fund
Management Group, LLC		    CA    20-8342380    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson International    CA    95-3379144    6521-18   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Tech, Ltd.    CA    95-4725845    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Multi-Family Management
Group, LLC		    DE    20-3909439    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWP Financial I    CA    95-4506679    6162-01   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Table of Contents

Exact Name of Registrant

as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

    I.R.S.
Employer
Identification
Number		    Primary
Standard
Industrial
Classification
Code
Number		    Address, Including Zip Code and
Telephone Number, Including Area
Code of Registrant’s
Principal Executive Offices
Kennedy-Wilson Properties,
LTD		    IL    36-2709910    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Auction Group
Inc.		    CA    26-0808460    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager IV, LLC    DE    45-1836132    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager V, LLC    DE    45-2477455    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Ireland, LLC    DE    45-1840083    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property
Equity IV, LLC		    DE    45-2147199    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Residential Group, Inc.    DE    45-2718656    6531-06   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Fund IV – Kohanaiki,
LLC		    DE    45-2718657    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Telstar Partners, LLC    DE    45-2718658    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Investors IV, LLC    DE    45-837186   

6531-04

   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Investors V, LLC    DE    45-477357   

6531-04

   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

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The information in this preliminary prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offering, solicitation or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED October 5, 2011

PRELIMINARY PROSPECTUS

$250,000,000

LOGO

Kennedy-Wilson, Inc.

Exchange Offer for

8.750% Senior Notes due 2019

 

 

We are offering to exchange up to $250,000,000 of our new 8.750% Senior Notes due 2019, which are wholly and unconditionally guaranteed by Kennedy-Wilson Holdings, Inc., the parent company of Kennedy-Wilson, Inc., and certain subsidiaries of Kennedy-Wilson, Inc. (the “exchange notes”), which will be registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of our outstanding 8.750% Senior Notes due 2019, which are wholly and unconditionally guaranteed by Kennedy-Wilson Holdings, Inc., the parent company of Kennedy-Wilson, Inc., and certain subsidiaries of Kennedy-Wilson, Inc., (the “outstanding notes”). We are offering to exchange the exchange notes for the outstanding notes to satisfy our obligations contained in the registration rights agreement that we entered into when the outstanding notes were sold pursuant to Rule 144A and Regulation S under the Securities Act.

The Exchange Offer

 

  •  

We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable, except in limited circumstances as described below.

 

  •  

You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.

 

  •  

The exchange offer expires at 5:00 p.m., New York City time, on             ,         , unless extended. We do not currently intend to extend the expiration date.

 

  •  

The exchange of the outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

 

  •  

We will not receive any proceeds from the exchange offer.

The Exchange Notes

 

  •  

The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the outstanding notes, except that the exchange notes will be freely tradable, except in limited circumstances described below.

Resales of the Exchange Notes

 

  •  

The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the notes on any securities exchange or market.

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All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the related indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we currently do not anticipate that we will register the outstanding notes under the Securities Act.

See “Risk Factors” beginning on page 20 for a discussion of certain risks that you should consider before participating in the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We have agreed that, for a period of 180 days after the date of this prospectus, we will make this prospectus available to any broker-dealer for use in connection with such resale. See “Plan of Distribution.”

If you are our affiliate or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the exchange notes, you cannot rely on the applicable interpretations of the Securities and Exchange Commission and you must comply with the registration requirements of the Securities Act in connection with any resale transaction.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is             ,         .

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TABLE OF CONTENTS

 

Where You Can Find More Information

      ii   

Incorporation of Certain Documents by Reference

      iii   

Prospectus Summary

      1   

Risk Factors

      20   

Forward Looking Statements

      38   

Use of Proceeds

      40   

Capitalization

      41   

Selected Historical Consolidated Financial Data

      42   

The Exchange Offer

      46   

Description of the Notes

      57   

United States Federal Income Tax Considerations

      104   

Plan of Distribution

      105   

Legal Matters

      106   

Experts

      106   

Index to the Consolidated Financial Statements and Schedules

      F-1   

You should rely only on the information contained or incorporated by reference in this prospectus or in any additional written communication prepared by or authorized by us. We have not authorized anyone to provide you with any information or represent anything about us, our financial results or the exchange offer that is not contained in or incorporated by reference into this prospectus or in any additional written communication prepared by or on behalf of us. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the outstanding notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus or in any additional written communication prepared by or on behalf of us is accurate only as of the date on its cover page and that any information incorporated by reference herein is accurate only as of the date of the document incorporated by reference.

 

 

As used in this prospectus, references to “our company,” “we,” “us” and “our” and similar expressions refer to Kennedy-Wilson Holdings, Inc., and its consolidated subsidiaries, including Kennedy-Wilson, Inc., the issuer of the notes, unless otherwise stated or the context otherwise requires. However, in the “Prospectus Summary—The Exchange Offer,” “Prospectus Summary—The Exchange Notes,” the “Description of the Notes” and “The Exchange Offer” sections of this prospectus, references to “we,” “us” and “our” and similar expressions refer only to Kennedy-Wilson, Inc. and not to its subsidiaries or Kennedy-Wilson Holdings, Inc.

 

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WHERE YOU CAN FIND MORE INFORMATION

Kennedy-Wilson Holdings, Inc., Kennedy-Wilson, Inc. and certain subsidiaries of Kennedy-Wilson, Inc., have filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 under the Securities Act with respect to the notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete.

Kennedy-Wilson Holdings, Inc. is subject to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and files periodic reports, proxy statements and other information with the SEC. Materials that it files with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at http://www.sec.gov, from which interested persons can electronically access reports, proxy statements and other information relating to SEC registrants, including our company. Kennedy-Wilson Holdings, Inc.’s common stock is listed on the New York Stock Exchange and reports, proxy statements and other information that it provides to the New York Stock Exchange can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

Our Internet website at http://www.kennedywilson.com contains information concerning us. On the Investor Relations page of that website, we provide access to all of Kennedy-Wilson Holdings, Inc.’s SEC filings free of charge, as soon as reasonably practicable after filing with the SEC. The information at our Internet website is not incorporated in this prospectus by reference, and you should not consider it a part of this prospectus.

 

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows certain issuers, including our company, to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring you to those documents that are considered part of this prospectus but are filed separately with the SEC. Any statement contained in this prospectus or a document incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or therein, or in any other subsequently filed document that also is deemed to be incorporated herein or therein by reference, modifies or supersedes such statement. A statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference into this prospectus the documents set forth below that have been previously filed with the SEC; provided, however, that we are not incorporating any information furnished rather than filed on any Current Report on Form 8-K or Form 8-K/A:

 

  •  

Our Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on March 14, 2011 (File No. 001-33824);

 

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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, as filed with the SEC on May 9, 2011 (File No. 001-33824);

 

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Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as filed with the SEC on August 9, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on March 28, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on April 7, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on April 13, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on June 1, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on June 21, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on June 24, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on June 29, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on August 4, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on August 19, 2011 (File No. 001-33824);

 

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Our Current Report on Form 8-K filed with the SEC on October 3, 2011 (File No. 001-33824); and

 

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any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we complete the exchange offer for the notes or terminate the exchange offer.

See “Where You Can Find More Information” above for further information concerning how to obtain copies of these SEC filings.

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this prospectus. We will provide without charge to each person to whom a copy of this prospectus has been delivered, upon the written or oral request of such person, a copy of any and all of the documents that have been or may be incorporated by reference into this prospectus. Requests for copies of any such document should be directed to the Secretary, Kennedy-Wilson Holdings, Inc., 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212, phone: (310) 887-6400.

IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN                     ,                 , WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION OF THE EXCHANGE OFFER.

 

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PROSPECTUS SUMMARY

This summary highlights selected information contained or incorporated by reference in this prospectus and is not complete and does not contain all of the information that you should consider before tendering your notes in the exchange offer. To understand all of the terms of the exchange offer and for a more complete understanding of our business, you should read this summary together with the entire prospectus, including the documents incorporated by reference in this prospectus. References to EBITDA, Adjusted EBITDA and other financial terms shall have the meanings set forth on page 44 under “Selected Historical Consolidated Financial Data.” EBITDA and Adjusted EBITDA are not recognized terms under accounting principles generally accepted in the United Stated (“GAAP”). For a discussion of the use of these measures and directly comparable GAAP measures, see pages 44-45 under “Selected Historical Consolidated Financial Data.”

Our Company

Founded in 1977, we are a diversified, international real estate investment and services firm. We are a vertically-integrated real estate operating company with over 300 professionals in 23 offices throughout the U.S., Japan and Europe. As of June 30, 2011, we had approximately $9.8 billion of real estate assets under our management totaling over 50 million square feet of properties throughout the U.S., Japan and Europe. In addition, we hold ownership interests in 12,906 multifamily apartment units, of which 204 units are owned by our consolidated subsidiaries and 12,702 are held in joint ventures.

Our operations are comprised of two core business units: KW Investments and KW Services.

We have an integrated business model in which our services and investments segments complement each other and drive business across the platform. Our clients consist of a broad range of financial institutions (including banks and insurance companies) and real estate owners who require a full complement of real estate services. We have developed a network of established industry relationships through our services platform, which we believe provides us access to off-market investments, which we source primarily from financial institutions. Since January 1, 2010, approximately 80% of our deals, many of which originated from distressed situations at the seller, have been sourced directly from banks as opposed to competitive auction processes. For the fiscal year ended December 31, 2010 and the six month period ended June 30, 2011, we generated Adjusted EBITDA of $58.4 million and $32.6 million, respectively.

Our Business Segments

KW Investments invests our capital and our equity partners’ capital in multifamily, residential and office properties as well as loans secured by real estate. KW Services provides a full array of real estate-related services to investors and lenders, with a focus on financial institution based clients.

KW Investments

We invest our capital and our equity partners’ capital in real estate assets through joint ventures, separate accounts and commingled funds. We are an investment manager that typically acts as the general partner in these investment vehicles with ownership interests ranging from approximately 5% to 50% of the total equity investment in such vehicles. Our equity partners are not affiliated with us and include financial institutions, foundations, endowments, high net worth individuals and other institutional investors. We generally get promoted interests in the profits of our investments beyond our ownership percentage.

Our investment philosophy is based on three core fundamentals:

 

  •  

significant proprietary deal flow from an established network of industry relationships, particularly with financial institutions;

 

 

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focus on a systematic research process with a disciplined approach to investing; and

 

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superior in-house operating execution.

Our target investment markets include California, Washington, Hawaii, Japan and certain markets in Europe, which we have identified as areas with dense populations, high barriers to entry, scarcity of land and supply constraints. We typically focus on the following opportunities:

 

  •  

real estate owners or lenders seeking liquidity;

 

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under-managed or under-leased assets; and

 

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repositioning opportunities.

Since 1999, we and our equity partners have invested in 206 transactions, deploying approximately $8.2 billion of capital, including over $3.0 billion of equity. We have liquidated our interests in 94 of these transactions, which have generated an internal rate of return, or IRR, of 42% and an equity multiple (excluding our promoted interest) of 1.64x. In 2010, we and our equity partners acquired over $2.0 billion of real estate assets, with approximately $600 million of equity. Of the more than $2.0 billion in acquisitions in 2010, 65% were in multifamily assets, 32% were in loans secured by real estate and 3% were in other real estate assets. Our current portfolio consists of 114 investments totaling over $3.8 billion of capital, including $1.5 billion of equity provided by our equity partners and us.

Recently, we established Kennedy Wilson Europe, or KWE, by acquiring the Bank of Ireland’s Real Estate Investment Management division, or BOI REIM, which resulted in the addition of $2.3 billion to the real estate investments under our management. KWE, with offices in Dublin and London, is currently staffed with 13 real estate professionals who were previously at BOI REIM. While at BOI REIM, our KWE professionals collectively acquired approximately $4 billion of real estate assets, primarily in Western Europe, including $1.5 billion in the United Kingdom.

Our expansion into Europe is based on the same strategy we used to establish operations in Japan nearly two decades ago. Following the global recession of the early 1990s, we began doing business in Japan in 1993 by purchasing loans and real estate assets, which culminated in the initial public offering of Kennedy Wilson Japan (our Japanese asset management division) in 2002. We subsequently sold our ownership interest in Kennedy Wilson Japan and formed KW Residential, a private company that currently owns 50 multifamily assets in Japan comprising 2,410 units. Today, we own 41.5% of KW Residential and the balance is held by subsidiaries of Fairfax Financial Holdings Limited.

 

 

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The following chart breaks down our equity investment account information by year of origination, as of June 30, 2011:

LOGO

The following table breaks down our equity investment account information derived from our consolidated balance sheet by investment type and geographic location as of June 30, 2011:

 

     ($ in millions)  
     Multifamily      Loans
Secured by
Real Estate		      Residential  (1)      Office      Other      Total  

California

    $ 99.0       $ 68.4       $ 1.5       $ 46.0       $ —         $ 214.9   

Japan

      114.9         —           —           9.0         —           123.9   

Hawaii

      —           10.8         62.0         —           —           72.8   

Washington

      27.3         3.9         1.8         1.5         —           34.5   

Other

      3.0         0.5         0.3         5.5         4.1         13.4   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Total

    $ 244.2       $ 83.6       $ 65.6       $ 61.9       $ 4.1       $ 459.4   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

 

(1) Includes for-sale residential, condominiums and residential land.

KW Services

KW Services offers a comprehensive line of real estate services for the full lifecycle of real estate ownership and investment to clients that include financial institutions, developers, builders and government agencies. KW Services has three business lines: real estate auction and conventional sales, property management services and real estate investment management. These three business lines generate revenue for us through commissions and fees.

Since our inception, we have sold more than $10 billion of real estate through our auction platform and are considered one of the leaders in real estate auction marketing, conducting live and online auctions. Our auction group executes accelerated marketing programs for all types of residential and commercial real estate. From January 1, 2010 through June 30, 2011, we auctioned and conventionally sold over 839 properties in two countries and 19 states, including California, Washington, Hawaii, Oregon, Texas, Nevada, Florida, Georgia, and North Carolina.

 

 

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We manage over 50 million square feet of properties for institutional clients and individual investors in the U.S., Japan and Europe, including 12,906 multifamily apartment units, of which 204 units are owned by our consolidated subsidiaries and 12,702 are held in joint ventures. With 23 offices throughout the U.S., Japan and Europe, including five regional hubs, we have the capabilities and resources to provide property management services to real estate owners globally. In addition, through our investment management business, we provide acquisition, asset management and disposition services to our equity partners and to third parties. As of June 30, 2011, we had approximately $9.8 billion of real estate assets under our management, including approximately $2.3 billion in Europe.

Additionally, KW Services plays a critical role in supporting our investment strategy by providing local market intelligence and real-time data for evaluating and valuing investments, generating proprietary transaction flow and creating value through efficient implementation of asset management or repositioning strategies.

Market Opportunity

We operate our business in three real estate markets, the United States, Japan and Europe. We believe that these three markets provide us and our capital partners compelling investment opportunities to execute and realize substantial returns.

United States

We believe that the recent economic, capital and credit markets events have and will continue to create substantial buying opportunities as properties or loans secured by real estate may be purchased at significant discounts to historical cost. Many asset and loan dispositions will result from: (i) highly leveraged property owners who will have loans coming due in 2011 and 2012 but will be unable to refinance; (ii) assets and loan sales directly from financial institutions; and (iii) companies reducing real estate portfolios to raise cash and shore up their balance sheets.

Following the economic crisis of 2008 and 2009, financial institutions continue to face significant pressure on their balance sheets. We believe that, as financial institutions remain under pressure to move assets off of their balance sheets, our strong sourcing relationships will position us to acquire properties at discounts often prior to public auction processes. We believe these institutions will look to firms with whom they have long-standing relationships and that can execute acquisitions quickly and discreetly. Additionally, we have long-standing relationships with regional and international lenders who have demonstrated an ability and willingness to offer financing for investments.

Over the past several years, many U.S. real estate markets have experienced a downturn in occupancy and property values. Unlike the last cycle, this recent downturn was driven by a lack of liquidity and a tightening of credit markets rather than by an oversupply of newly developed real estate. We believe that underlying real estate fundamentals have remained strong, particularly in major metropolitan and downtown areas where supply constraints exist.

Europe

Given the significant deleveraging that is currently taking place across the European Union, we believe that Europe presents significant opportunities for both our KW Investments and KW Services segments. Before the economic crisis of 2008 and 2009, European banks were significant lenders in both the European and U.S. real estate markets. Now that these institutions are facing similar pressure on their balance sheets as U.S. financial institutions, we believe it is likely that they will seek to sell some of their real estate assets, which will lead to increased transaction flow and opportunities for acquisition and investment.

 

 

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Japan

Japan’s current demographic trends include an influx of migration to major cities, creating strong demand for housing. Our research shows that real estate fundamentals have remained strong in greater Tokyo’s residential market and, in particular, in Tokyo’s three major wards: Minato-ku, Shibuy-ku, and Setagaya-ku. With diminishing supply of new inventory due to stricter building regulations imposed in 2007, rents for quality assets are expected to remain strong while vacancy rates remain stable. We expect that properties in the greater Tokyo area that are newer and of higher quality will remain acquisition targets for many institutional investors.

Our Competitive Strengths

We believe that we have a unique platform from which to execute our investment and services strategy. We believe the combination of a service business and an investment platform provides us with significant competitive advantages and allows us to generate superior risk adjusted returns. We use our service platform to facilitate the origination of investment opportunities, enhance the investment process and ensure the alignment of interest with our investors. Our competitive strengths include:

 

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Experienced Senior Management Team with Strong Alignment of Interests. Our senior management team has over 125 years of combined real estate experience and has been working together on average for over 15 years. Specifically, our Chief Executive Officer, William McMorrow, has over 30 years of real estate experience, including 22 years at the company, as well as substantial experience as a credit officer for various banking institutions prior to the acquisition of Kennedy-Wilson, Inc. in 1988. Additionally, Mary Ricks, our Executive Vice Chairman and Chief Executive Officer of the commercial investment group has over 23 years of real estate investment and management experience, including 20 years at the company. Members of the executive committee have collectively acquired, developed and managed in excess of $15 billion of real estate investments in the United States and Japan through multiple economic cycles. Our management team, which owns approximately 37% of our outstanding shares, is fully aligned with all of our stakeholders. Furthermore, our Chief Executive Officer and other members of the senior management team also typically contribute personal funds to investments.

 

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Extensive Network of Deep Industry Relationships. We have an established network of long-standing relationships with financial institutions, developers, builders and government agencies that drives significant proprietary deal flow. We have developed these relationships over many years as a result of our long operating history, the significant experience of our senior management team and our local presence and reputation in nearly every major metropolitan market on the West Coast of the United States, as well as in Japan. Also, we recently established operations in Europe through the acquisition of BOI REIM and the establishment of KWE. We believe that our relationship with the Bank of Ireland and our local presence in Europe will facilitate further relationships. Additionally, we have typically developed these relationships through our services platform, where we have conducted business with various divisions of our clients, providing us with significant insight and multiple points of contact. In particular, we have developed strong relationships with a network of financial institutions from which we have directly sourced approximately 80% of our acquisition activity since January 1, 2010.

 

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Proven Track Record. Since 1999, we have successfully liquidated our interests in 94 investments generating a gross IRR of 42% and an equity multiple (excluding our promoted interest) of 1.64x. In addition, we have typically generated a higher return and equity multiple on our invested equity given the structure of our investments, which often entitles us to earn asset, property and/or acquisition fees, together with a promoted interest beyond our ownership percentage upon a sale of the investment.

 

  •  

Investment Discipline and Risk Protection. We maintain a strong culture of investment discipline and risk management. We have engaged in increased investment activity during real estate downturns, when

 

 

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we believe the best opportunities are available. For example, we and our equity partners purchased over $2 billion of real estate and loans secured by real estate in 2010, resulting in an increase of our investment account from $212 million to $364 million. We also diversify our portfolio by generally investing in smaller transactions. Since January 1, 2010, the more than $2.8 billion of purchases by our equity partners and us were spread over 174 investments (including each individual loan purchased through loan pools), representing an average transaction size of approximately $16 million. Additionally, we implement a rigorous underwriting process on all of our investments that leverages the full capabilities of our combined services and investment platform. We undertake a thorough examination of property economics and ensure that we possess a critical understanding of market dynamics and risk management strategies in order to mitigate risk and enhance our chances for success.

 

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Conservative Balance Sheet. We maintain a conservative balance sheet with significant liquidity and limited near-term maturities. Our experience through multiple real estate cycles drives our strategy of maintaining a flexible balance sheet, which we believe provides us with a competitive advantage under adverse market conditions by allowing us to quickly capitalize on investment opportunities as they arise. As of June 30, 2011, we had a debt-to-capitalization ratio of 19.7%, net of cash, and a net debt to Adjusted EBITDA ratio of 4.2x. In addition, our equity investment account is substantial relative to our debt obligations. As of June 30, 2011, our equity investment account plus cash was $525.3 million while our total debt was $327.6 million. We have utilized our investment account to achieve an equity multiple (excluding our promoted interest) of 1.64x on investments that we have liquidated since 1999. Additionally, as of June 30, 2011, we had $266.2 million of liquidity, comprised of $191.2 million of cash and $75.0 million available under our undrawn revolving credit facility.

 

 

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Our Business Strategy

Our primary business objectives are to increase operating cash flows, maximize the value of our investments and provide best-in-class services to our clients. Specifically, we intend to pursue the following strategies to achieve these objectives:

 

  •  

Leverage the Full Capabilities of our Platform. The combination of a service business (including auctions) and an investment platform provides significant competitive advantages over other real estate buyers operating stand-alone service or investment-focused firms, which we believe allows us to generate superior risk-adjusted returns. The KW Services and KW Investments segments leverage their respective expertise to originate unique investment opportunities, implement a thorough underwriting process and risk mitigation procedures, and create value through intensive, hands-on management. Specifically, we consistently leverage our property management services business and other locally focused services businesses to gain discreet market information on potential investment opportunities. For example, in February 2010, we acquired a loan pool from a regional bank in an off-market transaction as a result of our long-standing relationship as the regional bank’s leasing and property manager for its entire branch banking network. Also, in 2010, we acquired a multifamily community in the San Francisco Bay area in an off-market transaction as a result of our ongoing role as the manager of the asset.

 

  •  

Maintain Disciplined Acquisition Strategy. We target undervalued investment opportunities where (i) real estate owners or lenders are seeking liquidity, (ii) assets are under-managed or under-leased or (iii) assets can be repositioned. We successfully executed this strategy during the recent downturn by positioning ourselves to be acquisitive when we believed real estate was most undervalued.

 

  •  

Cultivate and Maintain Relationships Throughout Client Organizations. Both our services and investments businesses maintain relationships at all levels of our clients’ organizations. We believe that these relationships provide us with additional insight into opportunities for investment and offer us access to proprietary deal flow. We have been able to access off-market proprietary deals through our long-standing relationships, many of which are with financial institutions. Since January 1, 2010, approximately 80% of our deals have been sourced directly from these relationships with financial institutions.

 

  •  

Invest through Joint Ventures. We typically invest our capital through joint ventures, separate accounts and commingled funds where we are the general partner with ownership interests ranging from 5% to 50%. As discussed above, our equity partners include financial institutions, foundations, endowments, high net worth individuals and other institutional investors. As a general partner we generally oversee the day-to-day operations of our investments and earn asset management and/or property management fees and often earn a promoted interest upon disposition of the investment. Additionally, we typically obtain mortgage debt on our properties with loan-to-cost ratios ranging from 50% to 65% that is generally non-recourse to us and our equity partners. For example, in 2010 we formed a new joint venture platform, which provides for a capital commitment from a joint venture partner in the amount of $250 million, together with our commitment of $28 million. The commitment from the partner includes a three-year investment period and we have the right to earn asset management, property management and acquisition fees, in addition to our pro rata share of cash flow from operations, sales proceeds and a promoted interest above a specified return threshold. As of June 30, 2011, the partner had contributed $208 million of capital into five joint ventures.

 

  •  

Apply Property Management Expertise to Improve Portfolio Operations. We consistently work to increase our portfolio’s operating efficiencies by applying our property management expertise, which we believe enhances the value of our properties and produces more compelling returns for us and our equity partners. Upon acquiring a property we typically assess the need for improvements and will

 

 

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invest between 5% and 50% of the property value, allowing for further asset appreciation. Additionally, our service capabilities provide us with significant insight into market conditions and trends, which allows us to evaluate and implement the optimal asset management strategy.

 

  •  

Maintain a Flexible Balance Sheet. We intend to maintain moderate leverage at all times given the cyclical nature of the real estate industry and our desire to be nimble and liquid during downturns. We believe such flexibility will allow us to capitalize on attractive investment opportunities. Although our debt-to-book equity increased to 0.91x at June 30, 2011 from 0.63x at June 30, 2010, we remain focused on prudently investing our cash to generate returns that will reduce that multiple.

 

 

Our principal executive offices are located at 9701 Wilshire Boulevard, Suite 700, Los Angeles, California 90212, and our telephone number is (310) 887-6400.

 

 

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The Exchange Offer

In this prospectus, the term “outstanding notes” refers to our 8.750% Senior Notes due 2019 and the related guarantees issued in two private placements on April 5, 2011 and April 12, 2011, for a total aggregate principal amount of $250,000,000. See “Description of the Notes.” The term “exchange notes” refers to our 8.750% Senior Notes due 2019 and the related guarantees, as registered under the Securities Act, offered by this prospectus. The term “notes” refers, collectively, to the outstanding notes and the exchange notes.

The summary below describes the principal terms of the exchange offer. See also the section of this prospectus titled “The Exchange Offer,” which contains a more detailed description of the terms and conditions of the exchange offer.

 

General

In connection with the two private placements, we entered into two registration rights agreements with the purchasers in which we agreed, among other things, to deliver this prospectus to you and to obtain the effectiveness of the registration statement on Form S-4 of which this prospectus is a part within 270 days after the date of original issuance of the outstanding notes. The terms of these Registration Rights Agreements were substantially similar. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:

 

  •  

the exchange notes will have been registered under the Securities Act;

 

  •  

the exchange notes are not entitled to any registration rights that are applicable to the outstanding notes under the registration rights agreement; and

 

  •  

the provisions of the registration rights agreements that provide for payment of additional amounts upon a registration default are no longer applicable.

 

The Exchange Offer

We are offering to exchange up to $250,000,000 aggregate principal amount of our 8.750% Senior Notes due 2019 and the related guarantees, which have been registered under the Securities Act, for any and all of our outstanding 8.750% Senior Notes due 2019 and the related guarantees.

 

  Outstanding notes may be exchanged only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

 

  Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.

 

Resale

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405

 

 

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under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

 

  •  

you are acquiring the exchange notes in the ordinary course of your business; and

 

  •  

you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

 

  If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

 

Expiration Date

The exchange offer expires at 5:00 p.m., New York City time, on                     ,                 , unless extended by us. We do not currently intend to extend the expiration date.

 

Withdrawal

You may withdraw any tender of your outstanding notes at any time prior to the expiration of the exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.

 

Interest on the Exchange Notes and the Outstanding Notes

Each exchange note bears interest at the rate of 8.750% per annum from the original issuance date of the outstanding notes or from the most recent date on which interest has been paid on the notes. The interest on the notes is payable on April 1 and October 1 of each year, beginning on October 1, 2011. No interest will be paid on outstanding notes following their acceptance for exchange.

 

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions, which we may assert or waive. See “The Exchange Offer—Conditions to the Exchange Offer.”

 

Procedures for Tendering Outstanding Notes

If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

 

 

If you hold outstanding notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the procedures under DTC’s Automated Tender Offer Program by which you will agree to be bound by the letter of

 

 

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transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

 

  •  

you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

 

  •  

you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

 

  •  

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

 

 

  •  

you are acquiring the exchange notes in the ordinary course of your business; and

 

  •  

if you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

 

Special Procedures for Beneficial Owners

If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

 

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures described under “The Exchange Offer—Guaranteed Delivery Procedures.”

 

Effect on Holders of Outstanding Notes

As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant under the registration rights agreements. Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreements. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture under which the outstanding notes were issued, except we will not have any further obligation to you to

 

 

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provide for the exchange and registration of the outstanding notes and related guarantees under the applicable registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

 

Consequences of Failure to Exchange

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture under which the outstanding notes were issued. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not anticipate that we will register the outstanding notes under the Securities Act.

 

U.S. Federal Income Tax Consequences of the Exchange Offer

The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “United States Federal Income Tax Considerations.”

 

Use of Proceeds

We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer. See “Use of Proceeds.”

 

Exchange Agent

Wilmington Trust, National Association is the exchange agent for the exchange offer. The addresses and telephone numbers of the exchange agent are set forth under “The Exchange Offer—Exchange Agent.”

 

 

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The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Notes” section of this prospectus contains more detailed descriptions of the terms and conditions of the outstanding notes and the exchange notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreements.

 

Issuer

Kennedy-Wilson, Inc.

 

Securities Offered

$250,000,000 in aggregate principal amount of 8.750 % Senior Notes due 2019 and the related guarantees.

 

Maturity

April 1, 2019

 

Interest Rate

The exchange notes bear interest at a rate of 8.750% per annum.

 

Interest Payment Dates

The interest on the exchange notes is payable on April 1 and October 1 of each year, beginning on October 1, 2011. Interest accrues from the original issuance date of the outstanding notes or from the most recent date on which interest has been paid on the notes.

 

Guarantees

The exchange notes will be guaranteed by Kennedy-Wilson Holdings, Inc. and, subject to certain exceptions, each material existing and future domestic subsidiary of Kennedy-Wilson, Inc. The guarantees by the guarantors of the notes will rank equal in right of payment to all existing and future senior indebtedness of the guarantors and senior in right of payment to any of the guarantor’s existing and future subordinated indebtedness.

 

Ranking

The exchange notes will be our senior unsecured obligations and will:

 

  •  

rank senior in right of payment to all of our future subordinated indebtedness;

 

  •  

rank equally in right of payment with all our future senior indebtedness;

 

  •  

be effectively subordinated in right of payment to all of our secured indebtedness to the extent of the value of the assets securing such debt; and

 

  •  

be structurally subordinated in right of payment to all existing and future indebtedness of any of our subsidiaries (other than indebtedness and liabilities owed to us or one of our subsidiaries).

 

  As of June 30, 2011, we and our subsidiaries that are guarantors, had approximately $260 million of total senior indebtedness outstanding, of which:

 

  •  

$10 million consisted of secured non-recourse mortgage indebtedness;

 

  •  

$250 million consisted of the outstanding notes; and

 

 

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  •  

we had no indebtedness outstanding under our unsecured revolving credit facility, and would have $75 million of availability thereunder.

 

  As of June 30, 2011, we had $40 million of subordinated indebtedness consisting entirely of our junior subordinated debentures due 2037 (the “2037 debentures”).

 

  In addition, as of such date, we had $24 million aggregate principal amount of guarantees that we provided in connection with loans secured by assets held in various joint ventures which are recourse to us.

 

  As of June 30, 2011, revenues of our non-guarantor subsidiaries constituted approximately 18.8% of our consolidated revenues and the operating income of such non-guarantor subsidiaries was approximately $0.6 million. As of June 30, 2011, the total assets of such subsidiaries constituted approximately 8.4% of our consolidated total assets, and such subsidiaries had $28.7 million of secured non-recourse mortgage indebtedness, of which none is recourse to us.

 

Optional Redemption

At any time prior to April 1, 2015, we may redeem the exchange notes, in whole or in part, at a price equal to 100% of the principal amount, plus an applicable “make-whole” premium and accrued and unpaid interest, if any, to the redemption date, as described under the caption “Description of the Notes—Optional Redemption.”

 

  At any time and from time to time on or after April 1, 2015, we may redeem the exchange notes, in whole or in part, at the redemption prices specified under the caption “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the date of redemption.

 

  Until April 1, 2015, we can choose to redeem the exchange notes in an amount not to exceed in aggregate 35% of the original principal amount of the exchange notes together with any additional notes issued under the indenture with money we or Kennedy-Wilson Holdings, Inc. raise in certain equity offerings as described under the caption “Description of the Notes—Optional Redemption.”

 

Fundamental Change

Upon a fundamental change (as defined under “Description of the Notes”), we will be required to make an offer to purchase the exchange notes. The purchase price will equal 101% of the principal amount of the exchange notes on the date of purchase plus accrued and unpaid interest. We may not have sufficient funds available at the time of any fundamental change to make any required debt repayment (including repurchases of the notes). See “Risk Factors—Risks Related to the Notes—We may not have the ability to raise the funds necessary to finance a fundamental change offer.”

 

 

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Certain Covenants

The indenture governing the exchange notes contains covenants that limit our ability and the ability of certain of our subsidiaries to:

 

  •  

incur or guarantee additional indebtedness;

 

  •  

pay dividends or distributions on capital stock or redeem or repurchase capital stock;

 

  •  

make investments;

 

  •  

create restrictions on the payment of dividends or other amounts to us;

 

  •  

sell stock of our subsidiaries;

 

  •  

transfer or sell assets;

 

  •  

create liens;

 

  •  

enter into sale/leaseback transactions;

 

  •  

enter into transactions with affiliates; and

 

  •  

enter into mergers or consolidations.

 

  However, these limitations are subject to a number of important qualifications and exceptions. See “Description of the Notes – Certain Covenants.”

 

Book-Entry

The exchange notes will be issued in book-entry form and will be represented by global certificates deposited with, or on behalf of, DTC and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the exchange notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee; and these interests may not be exchanged for certificated notes, except in limited circumstances. See “Description of the Notes—Book-Entry, Delivery and Form” and “Description of the Notes—Exchange of Global Notes for Certificated Notes.”

 

No Listing

The exchange notes will not be listed on any securities exchange or market.

Risk Factors

You should carefully consider all of the information included and incorporated by reference in this prospectus. See “Risk Factors” included in this prospectus beginning on page 20. In addition, you should review the information set forth under “Forward-Looking Statements” before deciding to tender your outstanding notes in the exchange offer.

 

 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary historical consolidated financial data for the years ended December 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements incorporated by reference herein. The same information for the six-month periods ended June 30, 2011 and 2010 has been derived from our unaudited consolidated financial statements incorporated by reference herein.

The financial data set forth in this table are not necessarily indicative of the results of future operations and should be read in conjunction with our SEC filings and our audited consolidated financial statements and accompanying notes thereto incorporated by reference herein.

Some of the financial data set forth below reflects the effects of, and may not total due to, rounding.

 

Statements of Operations:

    Six Months Ended
June 30,		     Year Ended December 31,  
     2011      2010     2010      2009     2008  

Revenue

             

Management and leasing fees

    $ 4,795,000       $ 4,213,000      $ 8,913,000       $ 9,026,000      $ 10,671,000   

Management and leasing fees–related party

      5,162,000         5,760,000        12,417,000         10,138,000        8,380,000   

Commissions

      3,513,000         2,380,000        6,359,000         4,204,000        5,906,000   

Commissions–related party

      1,657,000         2,285,000        5,375,000         727,000        4,295,000   

Sale of real estate

      417,000         3,937,000        3,937,000         52,699,000        —     

Sale of real estate–related party

      —           —          9,535,000         6,698,000        —     

Rental and other income

      1,693,000         1,297,000        4,000,000         2,743,000        2,973,000   
  

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Total revenue

    $ 17,237,000       $ 19,872,000      $ 50,536,000       $ 86,235,000      $ 32,225,000   
  

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Operating expenses

             

Commission and marketing expenses

      1,373,000         1,769,000        3,186,000         3,411,000        2,827,000   

Compensation and related expenses

      16,089,000         16,986,000        38,155,000         24,789,000        21,292,000   

Merger-related compensation and related expenses

      —           —          2,225,000         12,468,000        —     

Cost of real estate sold

      397,000         2,714,000        2,714,000         36,179,000        —     

Cost of real estate sold–related party

      —           —          8,812,000         5,752,000        —     

General and administrative

      5,853,000         4,806,000        11,314,000         6,351,000        6,074,000   

Merger-related general and administrative

      —           —          —           3,652,000        —     

Depreciation and amortization

      897,000         581,000        1,618,000         1,122,000        920,000   

Rental operating expense

      1,053,000         524,000        1,913,000         1,148,000        1,458,000   
  

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Total operating expenses

    $ 25,662,000       $ 27,380,000      $ 69,937,000       $ 94,872,000      $ 32,571,000   

Equity in joint venture income

      7,807,000         (29,000 )      10,548,000         8,019,000        10,097,000   

Interest income from loan pool participations and notes receivable

      4,787,000         3,741,000        11,855,000         —          —     
  

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Operating income (loss)

    $ 4,169,000       ($ 3,796,000 )    $ 3,002,000       ($ 618,000 )    $ 9,751,000   

 

 

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Statements of Operations:    Six Months Ended
June 30,		     Year Ended December 31,  
     2011     2010     2010     2009     2008  

Non-operating income (expense)

           

Interest income

      190,000        115,000        192,000        102,000        221,000   

Interest income–related party

      477,000        386,000        662,000        400,000        341,000   

Remeasurement gain

      6,348,000        2,108,000        2,108,000        —          —     

Gain on early extinguishment of mortgage debt

      —          16,670,000        16,670,000        —          —     

Loss on early extinguishment of corporate debt

      —          —          (4,788,000 )      —          —     

Interest expense

      (7,757,000 )      (4,294,000 )      (7,634,000 )      (13,174,000 )      (8,596,000 ) 

Other than temporary impairment

      —          —          —          (328,000 )      (445,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Income (loss) before (provision for) benefit from income taxes

    $ 3,427,000      $ 11,189,000      $ 10,212,000      ($ 13,618,000 )    $ 1,272,000   

(Provision for) benefit from income taxes

      (835,000 )      (3,952,000 )      (3,727,000 )      3,961,000        (605,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net income (loss)

    $ 2,592,000      $ 7,237,000      $ 6,485,000      ($ 9,657,000 )    $ 667,000   

Net income attributable to the noncontrolling interests

      (1,337,000 )      (1,159,000 )      (2,979,000 )      (5,679,000 )      (54,000 ) 

Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.

    $ 1,255,000      $ 6,078,000      $ 3,506,000      ($ 15,336,000 )    $ 613,000   

 

Statements of Cash Flow Data:    Six Months Ended
June 30,		     Year Ended December 31,  
     2011     2010     2010     2009     2008  

Cash flow (used in) provided by:

           

Operating activities

    $ (12,876,000 )    $ (8,657,000 )    $ 2,157,000      $ (25,226,000 )    $ (14,669,000 ) 

Investing activities

      (67,331,000 )      (64,252,000 )      (114,836,000 )      69,007,000        (96,773,000 ) 

Financing activities

      223,532,000        103,676,000        91,160,000        (15,707,000 )      112,625,000   

Balance Sheet Data:

           

Cash and cash equivalents

    $ 191,218,000      $ 92,207,000      $ 46,968,000      $ 57,784,000      $ 25,831,000   

Total assets

      741,002,000        500,866,000        487,848,000        336,257,000        256,837,000   

Total debt

      327,574,000        183,172,000        127,782,000        127,573,000        131,423,000   

Total Kennedy-Wilson Holdings, Inc. stockholders’ equity

      348,282,000        285,901,000        300,192,000        177,314,000        105,551,000   

Other Selected Data:

           

EBITDA(1)

    $ 30,099,000      $ 24,427,000      $ 48,108,000      $ 18,620,000      $ 25,953,000   

Adjusted EBITDA(2)

      32,564,000        30,573,000        58,427,000        37,054,000        26,968,000   

Investment Account(3)

      459,400,000        291,792,000        363,700,000        211,522,000        165,165,000   

Certain Pro Forma Financial Ratios(4):

      Pro Forma   

Ratio of Adjusted EBITDA less our share of joint venture interest expense / corporate interest expense(5)

      1.7x          1.7x       

 

 

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(1) EBITDA represents net income (loss) before interest expense, our share of interest expense included in income from investments in joint ventures and loan pool participations, depreciation and amortization, our share of depreciation and amortization included in income from investments in joint ventures, loss on early extinguishment of corporate debt and income taxes. We do not adjust EBITDA for gains or losses on the extinguishment of mortgage debt as we are in the business of purchasing discounted notes secured by real estate and, in connection with these note purchases, we may resolve these loans through discounted payoffs with the borrowers. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net earnings as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Our presentation of EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. EBITDA is not calculated under GAAP and should not be considered in isolation or as a substitute for net income, cash flows or other financial data prepared in accordance with GAAP or as a measure of our overall profitability or liquidity. Our management believes EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. Additionally, we believe EBITDA is useful to investors to assist them in getting a more accurate picture of our results from operations.

 

(2) Adjusted EBITDA represents EBITDA, as defined above, adjusted to exclude merger related expenses and stock based compensation expense. Our management uses Adjusted EBITDA to analyze our business because it adjusts EBITDA for items we believe do not have an accurate reflection of the nature of our business going forward. Such items may vary for different companies for reasons unrelated to overall operating performance. Additionally, we believe Adjusted EBITDA is useful to investors to assist them in getting a more accurate picture of our results from operations.

 

(3) Investment Account is defined as investments in joint ventures plus real estate plus notes receivable plus loan pool participations less mortgage debt.

 

(4) These financial ratios are presented on a pro forma basis for the six months ended June 30, 2011 and for the year ended December 31, 2010 as if the incurrence of $250 million of indebtedness from the issuance of our 8.750% senior notes ($200 million of which we incurred on April 5, 2011 and $50 million of which we incurred on April 12, 2011) and the related use of proceeds to pay down other indebtedness had occurred on January 1, 2011 and January 1, 2010, respectively.

 

(5) Corporate interest expense is defined as total interest expense less our share of joint venture interest expense.

 

 

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The following table sets forth a reconciliation of EBITDA and Adjusted EBITDA to “Net income (loss),” the most directly comparable GAAP financial measure, for each of the periods indicated:

 

     Six Months Ended
June 30,		      Year Ended December 31,  
     2011      2010      2010      2009     2008  

Net income (loss)

    $ 2,592,000       $ 7,237,000       $ 6,485,000       ($ 9,657,000 )    $ 667,000   

Add back:

              

Interest expense

      7,757,000         4,294,000         7,634,000         13,174,000        8,596,000   

Kennedy-Wilson’s share of interest expense included in investment in joint ventures and loan pool participations

      10,309,000         4,209,000         13,802,000         10,468,000        10,095,000   

Depreciation and amortization

      897,000         581,000         1,618,000         1,122,000        920,000   

Kennedy-Wilson’s share of depreciation and amortization included in investment in joint ventures

      7,709,000         4,154,000         10,054,000         7,474,000        5,070,000   

Write-off of unamortized beneficial conversion on extinguishment of corporate debt

      —           —           4,788,000         —          —     

Income taxes

      835,000         3,952,000         3,727,000         (3,961,000 )      605,000   
  

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

EBITDA

    $ 30,099,000       $ 24,427,000       $ 48,108,000       $ 18,620,000      $ 25,953,000   

Add back:

              

Merger related and other deal expenses(1)

      —         $ 2,225,000       $ 2,225,000       $ 16,120,000        —     

Non-cash stock compensation expense(2)

      2,465,000         3,921,000         8,094,000         2,314,000        1,015,000   
  

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Adjusted EBITDA

   $ 32,564,000       $ 30,573,000       $ 58,427,000       $ 37,054,000      $ 26,968,000   
  

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

 

(1)  Expenses incurred in connection with the merger of one of our subsidiaries with and into Kennedy-Wilson, Inc. in 2009.
(2)  Expenses related to stock based compensation pursuant to our equity participation plan and the award of restricted stock to certain of our executive officers.

 

 

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RISK FACTORS

Before deciding to tender your outstanding notes in the exchange offer, you should consider the risks described below and the other information included or incorporated by reference in this prospectus. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In any such case, the market price of our exchange notes could decline and you could lose all or part of your investment. In addition, we may not be able to make payments of interest and principal on the exchange notes.

Risks Relating to the Exchange Offer

If you do not exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memoranda distributed in connection with the private offerings of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered, or exempt from registration, under the Securities Act (including pursuant to Rule 144 under the Securities Act, as and when available) and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Prospectus Summary—The Exchange Offer” and “The Exchange Offer” for information on how to tender your outstanding notes.

The tender of outstanding notes under the exchange offer will reduce the aggregate principal amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to reduction in liquidity. In addition, if you do not exchange your outstanding notes in the exchange offer, you will no longer be entitled to exchange your outstanding notes for exchange notes registered under the Securities Act and you will no longer be entitled to have your outstanding notes registered for resale under the Securities Act.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

We do not intend to apply for listing of the exchange notes on a securities exchange or market. The exchange notes are a new issue of securities for which there is no established public market. The initial purchasers in the private offering of the outstanding notes have advised us that they intend to make a market in the exchange notes as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in any of the exchange notes, and they may discontinue their market-making activities at any time without notice. In addition, such market-making activity may be limited during the pendency of the exchange offer. Therefore, an active market for any of the exchange notes may not develop or, if developed, it may not continue. In addition, subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

Risks Relating to the Notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

As of June 30, 2011, we and our subsidiaries had $328.2 million of outstanding indebtedness, of which $38.2 million was secured non-recourse mortgage indebtedness, $250 million was senior indebtedness, consisting

 

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of the outstanding notes, and $40.0 million was subordinated in right of payment to the notes. In addition, as of such date, we had $24 million aggregate principal amount of guarantees that we provided in connection with loans secured by assets held in various joint ventures which are recourse to us. Our substantial indebtedness could have important consequences for you including:

 

  •  

it may limit our ability to borrow money or sell stock to fund our working capital, capital expenditures and debt service requirements;

 

  •  

it may limit our flexibility in planning for, or reacting to, changes in our business;

 

  •  

we may be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

 

  •  

it may make us more vulnerable to a downturn in our business or the economy;

 

  •  

the debt service requirements of our other indebtedness could make it more difficult for us to make payments on the notes;

 

  •  

a substantial portion of our cash flow from operations could be dedicated to the repayment of our indebtedness and would not be available for other purposes; and there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed.

In addition, the indenture governing the notes, the indenture governing our 2037 debentures and our unsecured revolving credit facility contain financial and restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.

Despite our substantial indebtedness, we may still incur significantly more debt. This could exacerbate the risks described above.

The terms of the indenture governing the notes and our unsecured revolving credit facility permit us and our subsidiaries to incur significant additional indebtedness in the future. As of June 30, 2011, we had approximately $75.0 million available for additional borrowing under our unsecured revolving credit facility, subject to certain conditions.

We may not have the ability to raise the funds necessary to finance a fundamental change offer.

Upon the occurrence of a fundamental change (as defined in the indenture), which includes a change of control event or a delisting of our common stock, we will be required to offer to repurchase all the notes. We cannot assure you that there will be sufficient funds available for us to make any required repurchases of the notes upon a change of control. In addition, our unsecured revolving credit facility provides that the occurrence of a change of control constitutes a default. Our failure to purchase tendered notes would constitute a default under the indenture governing the notes,which, in turn, would constitute a default under the credit facility. See “Description of the Notes—Fundamental Change.”

In the event of a change of control or termination of trading of our common stock, our Series A and Series B preferred stock is redeemable at the option of the stockholders thereof.

Under the indenture governing the notes, upon the occurrence of a fundamental change (as defined in the indenture), which includes a change of control event or a delisting of our common stock, each noteholder will have the right to require us to purchase such noteholder’s notes at a purchase price equal to 101% of the principal amount on the date of purchase plus accrued and unpaid interest, if any. The occurrence of a fundamental change will also trigger a redemption right held by the holders of our series A and series B preferred stock under the applicable certificate of designation. Under the terms of the indenture governing the notes, we may not make any restricted payment to redeem the series A and series B preferred stock, unless we have restricted payment capacity or we have previously made an offer to noteholders to purchase their notes. If the noteholders, however,

 

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fail for any reason to tender their notes under our offer to purchase them and our preferred stockholders accept our offer to purchase the series A and series B preferred stock, we will be required to use cash to fund the purchase of our series A and series B preferred stock. In the event this occurs, it may make it more difficult for us to make scheduled payments on the untendered notes. See “Description of the Notes—Fundamental Change.” In addition, we may not redeem the series A and series B preferred stock without the consent of the lenders under our unsecured revolving credit facility. Our failure to purchase Series A and B preferred stock could give the holders thereof a legal claim against us.

A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the notes from relying on that subsidiary to satisfy claims.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee can be voided, or claims under the subsidiary guarantee may be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee or, in some states, when payments become due under the subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the subsidiary guarantee and:

 

  •  

was insolvent or rendered insolvent by reason of such incurrence;

 

  •  

was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

 

  •  

intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

A subsidiary guarantee may also be voided, without regard to the above factors, if a court finds that the subsidiary guarantor entered into the subsidiary guarantee with the actual intent to hinder, delay or defraud its creditors.

A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its subsidiary guarantee if the subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void a subsidiary guarantee, you would no longer have a claim against the subsidiary guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary guarantor.

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a subsidiary guarantor would be considered insolvent if:

 

  •  

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

 

  •  

the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or

 

  •  

it could not pay its debts as they became due.

Each subsidiary guarantee will contain a provision intended to limit the subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law.

 

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The notes will not be guaranteed by all of our subsidiaries.

The notes will not be guaranteed by a number of our subsidiaries. To the extent that any of our subsidiaries do not guarantee the notes, the notes will be structurally subordinated to all existing and future obligations, including indebtedness, of such non-guarantor subsidiaries. The claims of creditors of the non-guarantor subsidiaries, including trade creditors, will have priority as to the assets of those subsidiaries. As a result, if we default on our obligations under the notes, you will not have any claims against any of our subsidiaries that do not provide guarantees of the notes. As of June 30, 2011, revenues of our non-guarantor subsidiaries constituted approximately 18.8% of our consolidated revenues, and the operating income of such non-guarantor subsidiaries was approximately $0.6 million. As of June 30, 2011, the total assets of such subsidiaries constituted approximately 8.4% of our consolidated total assets, and such subsidiaries had $28.7 million of secured non-recourse mortgage indebtedness, of which none is recourse to us.

We may not have access to the cash flow and other assets of our subsidiaries and our joint ventures that may be needed to make payment on the notes.

Although our operations are conducted through our subsidiaries and joint ventures, our subsidiaries and joint ventures are not obligated to make funds available to us for payment on the notes. Accordingly, our ability to make payments on the notes is dependent on the earnings and the distribution of funds from our subsidiaries and joint ventures. Furthermore, our subsidiaries will be permitted under the terms of the indenture governing the notes, our unsecured revolving credit facility and other indebtedness to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on these notes when due.

To service our indebtedness, including the notes, we will require a significant amount of cash. The ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you, however, that our business will generate sufficient cash flow from operations, that current capital spending projects will not require significant additional funds to complete or be successful, or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we consummate an acquisition, our debt service requirements could increase. We may need to refinance all or a portion of our indebtedness, including the notes on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our unsecured revolving credit facility and the notes, on commercially reasonable terms or at all.

We cannot assure you that an active trading market will be maintained for the notes.

The liquidity of the trading market in the notes and the market price quoted for the notes may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the financial performance or prospects of companies in our industry generally. As a result, we cannot assure you that an active trading market will be maintained for the notes. If an active market is not maintained, the market price of the notes may decline and the liquidity of the notes may be limited.

Ratings of the notes may affect the market price and marketability of the notes.

The notes are rated B1 by Moody’s Investors Service, Inc. and BB- Standard & Poor’s Ratings Services. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the

 

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significance of such rating may be obtained from such rating agency. There is no assurance that such credit ratings will be issued or remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. It is also possible that such ratings may be lowered in connection with future events, such as future acquisitions. Holders of notes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of such ratings. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price or marketability of the notes.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The indenture governing the notes and our unsecured revolving credit facility contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

 

  •  

incur additional debt;

 

  •  

pay dividends or make other distributions;

 

  •  

redeem stock;

 

  •  

issue stock of subsidiaries;

 

  •  

make certain investments;

 

  •  

create liens;

 

  •  

enter into transactions with affiliates; and

 

  •  

merge, consolidate or transfer all or substantially all of our assets.

Additionally, the agreement governing our unsecured revolving credit facility requires us to maintain certain financial ratios. A breach of any of these covenants could result in a default under the indenture governing the notes and the agreement governing our unsecured revolving credit facility. We may also be unable to take advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under our indebtedness.

Risks Relating to Our Business

The success of our business is significantly related to general economic conditions and the real estate industry and, accordingly, our business could be harmed by an economic slowdown and downturn in real estate asset values, property sales and leasing activities.

Our business is closely tied to general economic conditions in the real estate industry. As a result, our economic performance, the value of our real estate and real estate secured notes, and our ability to implement our business strategies may be affected by changes in national and local economic conditions. The condition of the real estate markets in which we operate tends to be cyclical and related to the condition of the economy in the U.S., Japan and Europe as a whole and to the perceptions of investors of the overall economic outlook. Rising interest rates, declining employment levels, declining demand for real estate, declining real estate values or periods of general economic slowdown or recession or the perception that any of these events may occur have negatively impacted the real estate market in the past and may in the future negatively affect our performance. In addition, the economic condition of each local market where we operate may be dependent on one or more industries. Our ability to change our portfolio promptly in response to economic or other conditions is limited. Certain significant expenditures, such as debt service costs, real estate taxes, and operating and maintenance costs are generally not reduced when market conditions are poor. These factors would impede us from responding quickly to changes in the performance of our investments and could adversely impact our business, financial condition and results of operations. We have experienced in past years, and expect in the future to be

 

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negatively impacted by, periods of economic slowdown or recession, and corresponding declines in the demand for real estate and related services, within the markets in which we operate. The previous recession and the downturn in the real estate market have resulted in and/or may result in:

 

  •  

a general decline in rents due to defaulting tenants or less favorable terms for renewed or new leases;

 

  •  

fewer purchases and sales of properties by clients, resulting in a decrease in property management fees and brokerage commissions;

 

  •  

a decline in actual and projected sale prices of our properties resulting in lower returns on the properties in which we have invested;

 

  •  

higher interest rates, higher loan costs, less desirable loan terms and a reduction in the availability of mortgage loans and mezzanine financing, all of which could increase costs and could limit our ability to acquire additional real estate assets; and

 

  •  

a decrease in the availability of lines of credit and other sources of capital used to purchase real estate investments and distressed notes.

If the economic and market conditions that prevailed in 2008 and 2009 were to return, our business performance and profitability could deteriorate. If this were to occur, we could fail to comply with certain financial covenants in our unsecured revolving loan agreement which would force us to seek an amendment with our lenders. No assurance can be given that we would be able to obtain any necessary waivers or amendments on satisfactory terms, if at all. In addition, in an extreme deterioration of our business, we could have insufficient liquidity to meet our debt service obligations when they come due in future years.

Adverse developments in the credit markets may harm our business, results of operations and financial condition.

Disruptions in the credit markets may adversely affect our business of providing advisory services to owners, investors and occupiers of real estate in connection with the leasing, disposition and acquisition of property. If our clients are unable to procure credit on favorable terms, there may be fewer completed leasing transactions, dispositions and acquisitions of property. In addition, if purchasers of real estate are not able to procure favorable financing resulting in the lack of disposition opportunities for our funds and projects, our services businesses will generate lower incentive fees and we may also experience losses of co-invested equity capital if the disruption causes a permanent decline in the value of investments made.

In 2008 and 2009, the credit markets experienced a disruption of unprecedented magnitude. This disruption reduced the availability and significantly increased the cost of most sources of funding. In some cases, these sources were eliminated. While the credit market has shown signs of improving since the second half of 2009, liquidity remains constrained and it is impossible to predict when the market will return to normalcy. This uncertainty may lead market participants to continue to act more conservatively, which may amplify decreases in demand and pricing in the markets we serve.

We could lose part or all of our investment in the real estate assets we have interests in, which could have a material adverse effect on our financial condition and results of operations.

There is the inherent possibility in all of our real estate investments that we could lose all or part of our investment. Real estate investments are generally illiquid, which may affect our ability to change our portfolio in response to changes in economic and other conditions. Moreover, regarding our investment in real estate, we may not be able to unilaterally decide the timing of the disposition of an investment, and as a result, we may not control when and whether any gain will be realized or loss avoided. The value of our investments can also be diminished by:

 

  •  

civil unrest, acts of war and terrorism and acts of God, including earthquakes, hurricanes and other natural disasters (which may result in uninsured or underinsured losses);

 

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  •  

the impact of present or future legislation in the U.S., Japan or Europe (including environmental regulation, changes in laws concerning foreign ownership of property, changes in real estate tax rates, changes in zoning laws and laws requiring upgrades for disabled persons) and the cost of compliance with these types of legislation; and

 

  •  

liabilities relating to claims to the extent insurance is not available or is inadequate.

The March 2011 earthquake and tsunami in Japan may adversely affect our business in Japan, which may negatively affect our operating results.

In March 2011, a 9.0 magnitude earthquake hit the Tohoku region in northern Honshu, Japan, which also triggered multiple tsunamis along the Pacific coast of Japan, North America and South America, causing thousands of casualties and injuries as well as severe damage to roads, buildings and infrastructure. Moreover, nuclear reactors in Fukushima, Japan melted down resulting in hydrogen explosions and radiation leakage.

As of June 30, 2011, we held ownership interests in 51 properties in Japan, and our Adjusted EBITDA in Japan accounted for approximately 19% of our total Adjusted EBITDA for the six months ended June 30, 2011.

We cannot assure you that we will not suffer from the long-term impact of the earthquake and the tsunami. The catastrophic loss of lives, businesses and infrastructure may have an indirect impact on us by affecting our employees, customers, and the overall economy in Japan, and may reduce the demand for our products and services. Japan historically has been vulnerable to natural disaster risks, including tsunamis and earthquakes. Further earthquakes, aftershocks therefrom or other disasters in Japan may cause a decline in our revenues. Any of the above events or developments may have a material adverse effect on our business, results of operations and financial condition.

We may be unsuccessful in renovating the properties we acquire resulting in investment losses.

Part of our investment strategy is to locate and acquire real estate assets that we believe are undervalued and to improve them to increase their resale value. We face risks arising from the acquisition of properties not yet fully developed or in need of substantial renovation or redevelopment, particularly the risk that we overestimate the value of the property and the risk that the cost or time to complete the renovation or redevelopment will exceed the budgeted amount. Such delays or cost overruns may arise from:

 

  •  

shortages of materials or skilled labor;

 

  •  

a change in the scope of the original project;

 

  •  

the difficulty in obtaining necessary zoning, land-use, environmental, building, occupancy and other governmental permits and authorization;

 

  •  

the discovery of structural or other latent defects in the property once construction has commenced; and

 

  •  

delays in obtaining tenants.

Any failure to complete a redevelopment project in a timely manner and within budget or to sell or lease the project after completion could have a material adverse effect upon our business, results of operation and financial condition.

We may not recover all or any of our investment in the mezzanine loans we make or acquire due to a number of factors including the fact that such loans are subordinate to the interests of senior lenders.

We have made and expect to continue to make or acquire mezzanine loans, which are loans that are secured by real property, but are subject to the interests of lenders who are senior to us. These mezzanine loans are

 

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considered to involve a high degree of risk compared to other types of loans secured by real property. This is due to a variety of factors, including that a foreclosure by the holder of the senior loan could result in its mezzanine loan becoming uncollectible. Accordingly, we may not recover the full amount, or any, of our investment in mezzanine loans. In addition, mezzanine loans may have higher loan to value ratios than conventional term loans.

The expansion of our business into Europe may expose us to risks related to conducting our business in a new international market.

We may have difficulty managing our expansion into Europe where, in comparison with the U.S. and Japan, our knowledge and understanding of the local economies is not as robust, we have fewer business relationships and less familiarity with the local real estate, zoning and development regulations and other governmental procedures and regulations.

In addition, there are risks inherent in conducting business internationally, which include:

 

  •  

restrictions and problems relating to the repatriation of profits;

 

  •  

difficulties and costs of staffing and managing international operations;

 

  •  

the burden of complying with multiple and potentially conflicting laws;

 

  •  

laws restricting foreign companies from conducting business and unexpected changes in regulatory requirements;

 

  •  

the impact of different business cycles and economic instability;

 

  •  

political instability and civil unrest;

 

  •  

greater difficulty in perfecting our security interests, collecting accounts receivable, foreclosing on security and protecting our interests as a creditor in bankruptcies in certain geographic regions;

 

  •  

potentially adverse tax consequences;

 

  •  

share ownership restrictions on foreign operations;

 

  •  

the tax and tariff regimes of the countries in which we do business; and

 

  •  

geographic, time zone, language and cultural differences between personnel in different areas of the world.

Our operations in Japan subject us to additional social, political and economic risks associated with conducting business in foreign countries, which may materially adversely effect our business and results of operations.

One of our strategies for the future is to continue our operations in Japan. The scope of our international operations may lead to more volatile financial results and difficulties in managing our businesses. This volatility and difficulty could be caused by, among other things, the following:

 

  •  

restrictions and problems relating to the repatriation of profits;

 

  •  

difficulties and costs of staffing and managing international operations;

 

  •  

the burden of complying with multiple and potentially conflicting laws;

 

  •  

laws restricting foreign companies from conducting business and unexpected changes in regulatory requirements;

 

  •  

the impact of different business cycles and economic instability;

 

  •  

political instability and civil unrest;

 

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  •  

greater difficulty in perfecting our security interests, collecting accounts receivable, foreclosing on security and protecting our interests as a creditor in bankruptcies in certain geographic regions;

 

  •  

potentially adverse tax consequences;

 

  •  

share ownership restrictions on foreign operations;

 

  •  

Japanese property and income taxes, tax withholdings and tariffs; and

 

  •  

geographic, time zone, language and cultural differences between personnel in different areas of the world.

Our joint venture activities subject us to unique third-party risks, including risks that other participants may become bankrupt or take action contrary to our best interests.

We have utilized joint ventures for large commercial investments and real estate developments. We plan to continue to acquire interests in additional limited and general partnerships, joint ventures and other enterprises, collectively referred to herein as “joint ventures,” formed to own or develop real property or interests in real property or note pools. It is our strategy in Japan to invest primarily through joint ventures. We have acquired and may acquire minority interests in joint ventures and we may also acquire interests as a passive investor without rights to actively participate in management of the joint ventures. Investments in joint ventures involve additional risks, including the possibility that the other participants may become bankrupt or have economic or other business interests or goals which are inconsistent with ours, that we will not have the right or power to direct the management and policies of the joint ventures and that other participants may take action contrary to our instructions or requests and against our policies and objectives. Should a participant in a material joint venture act contrary to our interest, it could have a material adverse effect upon our business, results of operations and financial condition. Moreover, we cannot be certain that we will continue these investments, or that we can identify suitable joint venture partners and form new joint ventures in the future.

We purchase distressed loans and loan portfolios that have a higher risk of default and delinquencies than newly originated loans and as a result, we may lose part or all of our investment in such loans and loan portfolios.

We may purchase loans and loan portfolios that are unsecured or secured by real or personal property. These loans and loan portfolios are generally non-performing or sub-performing, and often are in default at the time of purchase. In general, the distressed loans and loan portfolios we acquire are highly speculative investments and have a greater than normal risk of future defaults and delinquencies as compared to newly originated loans. Returns on loan investments depend on the borrower’s ability to make required payments or, in the event of default, our security interests, if any, and our ability to foreclose and liquidate whatever property that secure the loans and loan portfolios. We cannot be sure that we will be able to collect on a defaulted loan or foreclose on security successfully or in a timely fashion. There may also be instances when we are able to acquire title to an underlying property and sell it, but not make a profit on its investment.

We may not be successful in competing with companies in the real estate services and investment industry, some of which may have substantially greater resources than we do.

Real estate investment and services businesses are highly competitive. Our principal competitors include both large multinational companies and national and regional firms, such as Jones Lang LaSalle, Inc. and CB Richard Ellis Group, Inc. Many of our competitors have greater financial resources and a broader global presence than we do. We compete with companies in the U.S., and to a limited extent, in Japan and Europe, with respect to:

 

  •  

selling commercial and residential properties on behalf of customers through brokerage and auction services;

 

  •  

leasing and property management, including construction and engineering services;

 

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  •  

purchasing commercial and residential properties, as well as undeveloped land for our own account; and

 

  •  

acquiring secured and unsecured loans.

Our services operations must compete with a growing number of national firms seeking to expand market share. There can be no assurance that we will be able to continue to compete effectively, maintain current fee levels or arrangements, continue to purchase investment properties profitably or avoid increased competition.

If we are unable to maintain or develop new client relationships, our service business and financial condition could be substantially impaired.

We are highly dependent on long-term client relationships and on revenues received for services with third-party owners and related parties. A considerable amount of our revenues are derived from fees related to our service business. The majority of our property management agreements are cancelable prior to their expiration by the client for any reason on as little as 30 to 60 days’ notice. These contracts also may not be renewed when their respective terms expire. If we fail to maintain existing relationships, fail to develop and maintain new client relationships or otherwise lose a substantial number of management agreements, we could experience a material adverse change in our business, financial condition and results of operations.

Decreases in the performance of the properties we manage are likely to result in a decline in the amount of property management fees and leasing commissions we generate.

Our property management fees are generally structured as a percentage of the revenues generated by the properties that we manage. Similarly, our leasing commissions typically are based on the value of the lease commitments. As a result, our revenues are adversely affected by decreases in the performance of the properties we manage and declines in rental value. Property performance will depend upon, among other things, our ability to control operating expenses (some of which are beyond our control), and financial conditions generally and in the specific areas where properties are located and the condition of the real estate market generally. If the performance or rental values of the properties we manage decline, the management fees and leasing commissions we derive from such properties could be materially adversely affected.

Our leasing activities are contingent upon various factors, including tenant occupancy and rental rates, which if adversely affected, could cause our operating results to suffer.

A significant portion of our property management business involves facilitating the leasing of commercial space. In certain areas of operation, there may be inadequate commercial space to meet demand and there is a potential for a decline in the number of overall lease and brokerage transactions. In areas where the supply of commercial space exceeds demand, we may not be able to renew leases or obtain new tenants for our owned and managed rental properties as leases expire. Moreover, the terms of new leases and renewals (including renovation costs or costs of concessions to tenants) may be less favorable than current leases. Our revenues may be adversely affected by the failure to promptly find tenants for substantial amounts of vacant space, if rental rates on new or renewal leases are significantly lower than expected, or if reserves for costs of re-leasing prove inadequate. We cannot be sure that we can continue to lease properties for our clients and for our own account in a profitable manner.

Our ability to lease properties also depends on:

 

  •  

the attractiveness of the properties to tenants;

 

  •  

competition from other available space;

 

  •  

our ability to provide adequate maintenance and obtain insurance and to pay increased operating expenses which may not be passed through to tenants;

 

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  •  

the availability of capital to periodically renovate, repair and maintain the properties, as well as for other operating expenses; and

 

  •  

the existence of potential tenants desiring to lease the properties.

If we are unable to identify, acquire and integrate suitable acquisition targets, our future growth will be impeded.

Acquisitions and expansion have been, and will continue to be, a significant component of our growth strategy for the future. While maintaining our existing business lines, we intend to continue to pursue a sustained growth strategy by increasing revenues from existing clients, expanding the breadth of our service offerings, seeking selective co-investment opportunities and pursuing strategic acquisitions. Our ability to manage our growth will require us to effectively integrate new acquisitions into our existing operations while managing development of principal properties. We expect that significant growth in several business lines occurring simultaneously will place substantial demands on our managerial, administrative, operational and financial resources. We cannot be sure that we will be able to successfully manage all factors necessary for a successful expansion of our business. Moreover, our strategy of growth depends on the existence of and our ability to identify attractive and synergistic acquisition targets. The unavailability of suitable acquisition targets, or our inability to find them, may result in a decline in business, financial condition and results of operations.

Our business is highly dependent upon the economy and real estate market in California, which have recently experienced a significant downturn and are vulnerable to future decline.

We have a high concentration of our business activities in California. Consequently, our business, results of operations and financial condition are dependent upon general trends in California’s economy and real estate market. California’s economy has experienced a significant downturn in the recent recession and a sustained decline in the value of California real estate. Real estate market declines in California have become so severe that the market value of a number of properties securing loans has become significantly less than the outstanding balances of those loans. Real estate market declines may negatively affect our ability to sell property at a profit. In addition, California historically has been vulnerable to certain natural disaster risks, such as earthquakes, floods, wild fires and erosion-caused mudslides. The existence of adverse economic conditions or the occurrence of natural disasters in California could have a material adverse effect on our business, financial condition and results of operations.

We own real estate properties located in Hawaii, which subjects us to unique risks relating to, among other things, the current recession in Hawaii, Hawaii’s economic dependence on fluctuating tourism, the isolated location of Hawaii and the potential for natural disasters.

We conduct operations and own properties in Hawaii. Consequently, our business, results of operations and financial condition are dependent upon and affected by general trends in Hawaii’s economy and real estate market. Hawaii’s economy has experienced a significant downturn in the current recession and a sustained decline in the value of Hawaiian real estate. Real estate market declines may negatively affect our ability to sell property at a profit. In addition, Hawaii’s economy is largely dependent upon tourism, which is subject to fluctuation and has recently experienced a significant drop. Hawaii historically has also been vulnerable to certain natural disaster risks, such as tsunamis, hurricanes and earthquakes, which could cause damage to properties owned by us or property values to decline in general. Hawaii’s remote and isolated location also may create additional operational costs and expenses, which could have a material adverse impact on our financial results.

 

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Our auction services business has historically been countercyclical and, as a result, our operating results may be adversely affected when general economic conditions are improving.

Our results of operations are dependent on the performance of our auction services group, which historically has been countercyclical. Our auction services group has recently experienced an increase in revenues due to, among other things, the substantial increase in the number of foreclosures stemming from the current economic crisis. Improvements in general economic conditions may cause auction service revenues to decrease, which could cause a material adverse impact on our results of operations.

If we fail to comply with laws and regulations applicable to us in our role as a real estate broker, property/facility manager or developer, we may incur significant financial penalties.

We are subject to numerous federal, state, local and non-U.S. laws and regulations specific to the services we perform in our business, as well as laws of broader applicability, such as tax, securities and employment laws. Brokerage of real estate sales and leasing transactions and the provision of property management and valuation services require us to maintain applicable licenses in each U.S. state and certain non-U.S. jurisdictions in which we perform these services. If we fail to maintain our licenses or conduct these activities without a license, or violate any of the regulations covering our licenses, we may be required to pay fines (including treble damages in certain states) or return commissions received or have our licenses suspended or revoked.

We have certain obligations in connection with our real estate brokerage services which could subject us to liability in the event litigation is initiated against us for an alleged breach of any such obligation.

As a licensed real estate broker, we and our licensed employees are subject to certain statutory due diligence, disclosure and standard-of-care obligations. Failure to fulfill these obligations could subject us or our employees to litigation from parties who purchased, sold or leased properties they brokered or managed. In addition, we may become subject to claims by participants in real estate sales claiming that we did not fulfill our statutory obligations as a broker.

We may become subject to claims for construction defects or other similar actions in connection with the performance of our property management services.

In our property management capacity, we hire and supervise third-party contractors to provide construction and engineering services for our properties. While our role is limited to that of a supervisor, we cannot be sure that we will not be subjected to claims for construction defects or other similar actions. Adverse outcomes of property management litigation could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to potential environmental liability.

Under various foreign, federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the cleanup of hazardous or toxic substances and may be liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by governmental entities or third parties in connection with the contamination. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the hazardous or toxic substances, even when the contaminants were associated with previous owners or operators. The costs of investigation, remediation or removal of hazardous or toxic substances may be substantial, and the presence of those substances, or the failure to properly remediate those substances, may adversely affect the owner’s or operator’s ability to sell or rent the affected property or to borrow using the property as collateral. The presence of contamination at a property can impair the value of the property even if the contamination is migrating onto the property from an adjoining property. Additionally, the owner of a site may be subject to claims by parties who have no relation to the property based on damages and costs resulting from environmental contamination emanating from the site.

 

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In connection with the direct or indirect ownership, operation, management and development of real properties, we may be considered an owner or operator of those properties or as having arranged for the disposal or treatment of hazardous or toxic substances. Therefore, we may be potentially liable for removal or remediation costs.

Certain foreign, federal, state and local laws, regulations and ordinances also govern the removal, encapsulation or disturbance of asbestos-containing materials during construction, remodeling, renovation or demolition of a building. Such laws may impose liability for release of asbestos-containing materials, and third parties may seek recovery from owners or operators of real properties for personal injuries associated with asbestos-containing materials. We may be potentially liable for those costs for properties that we own. In the past, we have been required to remove asbestos from certain buildings that we own or manage. There can be no assurance that in the future we will not be required to remove asbestos from our buildings or incur other substantial costs of environmental remediation.

Before consummating the acquisition of a particular piece of real property, it is our policy to retain independent environmental consultants to conduct an environmental review of the real property, including performing a Phase I environmental review. These assessments have included, among other things, a visual inspection of the real properties and the surrounding area and a review of relevant federal, state and historical documents. It is possible that the assessments we commissioned do not reveal all environmental liabilities or that there are material environmental liabilities of which we are currently unaware. There can be no assurance that future laws, ordinances or regulations will not impose any material environmental liability or that the current environmental condition of our properties will not be affected by tenants, by the condition of land or operations in the vicinity of those properties, or by unrelated third parties. There can be no assurance that federal, state and local agencies or private plaintiffs will not bring any actions in the future, or that those actions, if adversely resolved, would not have a material adverse effect on our business, financial condition and results of operations.

We may incur unanticipated expenses relating to laws benefiting disabled persons.

The Americans with Disabilities Act, or the ADA, generally requires that public accommodations such as hotels and office buildings be accessible to disabled people. If our properties are not in compliance with the ADA, the U.S. federal government could fine us or private litigants could sue us for money damages. If we are required to make substantial alterations to one or more of our properties, our results of operations could be materially adversely affected.

We may incur significant costs complying with laws, regulations and covenants that are applicable to our properties and operations.

The properties in our portfolio and our operations are subject to various covenants and federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Such laws and regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic, asbestos-cleanup or hazardous material abatement requirements. There can be no assurance that existing laws and regulations will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Our failure to obtain required permits, licenses and zoning relief or to comply with applicable laws could have a material adverse effect on our business, financial condition and results of operations.

 

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Our property insurance coverages are limited and any uninsured losses could cause us to lose part or all of our investment in our insured properties.

We carry comprehensive general liability coverage and umbrella coverage on all of our properties with limits of liability which we deem adequate and appropriate under the circumstances (subject to deductibles) to insure against liability claims and provide for the cost of legal defense. There are, however, certain types of extraordinary losses that may be either uninsurable, or that are not generally insured because it is not economically feasible to insure against those losses. Should any uninsured loss occur, we could lose our investment in, and anticipated revenues from, a property, which loss or losses could have a material adverse effect on our operations. Currently, we also insure some of our properties for loss caused by earthquake in levels we deem appropriate and, where we believe necessary, for loss caused by flood. We cannot be sure that the occurrence of an earthquake, flood or other natural disaster will not have a materially adverse effect on our business, financial condition and results of operations.

Risks Related to Our Company

If we are unable to raise additional debt and equity capital, our results of operations could suffer.

We depend upon third-party equity and debt financings to acquire properties through our investment business, which is a key driver of future growth. We estimate that in the next 12 to 18 months our acquisition plan will require between approximately $800 million and $1.3 billion in third-party equity and between approximately $2.0 billion and $2.5 billion in third-party debt. We expect to obtain debt financing from seller financing, the assumption of existing loans, government agencies and financial institutions. We expect to obtain equity financing from equity partners, which include pension funds, family offices, financial institutions, endowments and money managers. Our access to capital funding is uncertain. Our inability to raise additional capital on terms reasonably acceptable to us could jeopardize the future success of our business.

The loss of one or more key personnel could have a material adverse effect on our operations.

Our continued success is dependent to a significant degree upon the efforts of our senior executives, who have each been essential to our business. The departure of all or any of our executives for whatever reason or the inability of all or any of them to continue to serve in their present capacities or our inability to attract and retain other qualified personnel could have a material adverse effect upon our business, financial condition and results of operations. Our executives have built highly regarded reputations in the real estate industry. Our executives attract business opportunities and assist both in negotiations with lenders and potential joint venture partners and in the representation of large and institutional clients. If we lost their services, our relationships with lenders, joint ventures and clients would diminish significantly.

In addition, certain of our officers have strong regional reputations and they aid in attracting and identifying opportunities and negotiating for us and on behalf of our clients. In particular, we view the establishment and maintenance of strong relationships through certain officers as critical to our success in the Japanese market. As we continue to grow, our success will be largely dependent upon our ability to attract and retain qualified personnel in all areas of business. We cannot be sure that we will be able to continue to hire and retain a sufficient number of qualified personnel to support or keep pace with our planned growth.

The loss of our chief executive officer, or CEO, could have a material adverse effect on our operations.

Our continued success is dependent to a significant degree upon the efforts of our CEO, who is essential to our business. The departure of our CEO for whatever reason or the inability of our CEO to continue to serve in his present capacity could have a material adverse effect upon our business, financial condition and results of operations. Our CEO has built a highly regarded reputation in the real estate industry. Our CEO attracts business opportunities and assists both in negotiations with lenders and potential joint venture partners and in the

 

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representation of large and institutional clients. If we lost his services, our relationships with lenders, joint ventures and clients would diminish significantly. Furthermore, the departure of our CEO for whatever reason or the inability of our CEO to continue to serve as our Chairman and CEO would be an event of default under our unsecured revolving loan agreement.

Our revenues and earnings may be materially and adversely affected by fluctuations in foreign currency exchange rates due to our international operations.

Our revenues from non-U.S. operations have been primarily denominated in the local currency where the associated revenues were earned. Thus, we may experience significant fluctuations in revenues and earnings because of corresponding fluctuations in foreign currency exchange rates. To date, our foreign currency exposure has been limited to the Japanese Yen, the Euro and the Pound Sterling. Due to the constantly changing currency exposures to which we will be subject and the volatility of currency exchange rates, there can be no assurance that we will not experience currency losses in the future, nor can we predict the effect of exchange rate fluctuations upon future operating results. Our management may decide to use currency hedging instruments from time to time including foreign currency forward contracts, purchased currency options (where applicable) and foreign currency borrowings. The economic risks associated with these hedging instruments include unexpected fluctuations in inflation rates, which could impact cash flow relative to paying down debt, and unexpected changes in our underlying net asset position. There can be no assurance that any hedging will be effective.

Our operating results are subject to significant volatility from quarter to quarter as a result of the varied timing and magnitude of our strategic acquisitions and dispositions.

We have experienced a fluctuation in our financial performance from quarter to quarter due in part to the significance of revenues from the sales of real estate on overall performance. The timing of purchases and sales of our real estate investments has varied, and will continue to vary, widely from quarter to quarter due to variability in market opportunities, changes in interest rates, and the overall demand for residential and commercial real estate, among other things. While these factors have contributed to our increased operating income and earnings in the fourth quarter in past years, there can be no assurance that we will continue to perform well in the fourth quarter. In addition, the timing and magnitude of brokerage commissions paid to us may vary widely from quarter to quarter depending upon overall activity in the general real estate market and the nature of our brokerage assignments, among other things.

We have in the past incurred and may continue in the future to incur significant amounts of debt to finance acquisitions, which could negatively affect our cash flows and subject our properties or other assets to the risk of foreclosure.

We have historically financed new acquisitions and property purchases with cash derived from secured and unsecured loans and lines of credit. For instance, we typically purchase real property with loans secured by a mortgage on the property acquired. We anticipate the continuation of this trend. We do not have a policy limiting the amount of debt that we may incur. Accordingly, our management and board of directors have discretion to increase the amount of our outstanding debt at any time. We could become more highly leveraged, resulting in an increase in debt service costs that could adversely affect results of operations and increase the risk of default on debt. We may incur additional debt from time to time to finance strategic acquisitions, investments, joint ventures or for other purposes, subject to the restrictions contained in the documents governing our indebtedness. If we incur additional debt, the risks associated with our leverage, including our ability to service our debt, would increase. If we are required to seek an amendment to our credit agreement, our debt service obligations may be substantially increased.

Some of our debt bears interest at variable rates. As a result, we are subject to fluctuating interest rates that may impact, adversely or otherwise, results of operations and cash flows. We may be subject to risks normally associated with debt financing, including that cash flow will be insufficient to make required payments of

 

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principal and interest; that existing indebtedness on our properties will not be able to be refinanced or our leverage could increase our vulnerability to general economic downturns and adverse competitive and industry conditions, placing us at a disadvantage compared to those of our competitors that are less leveraged; that our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and in the commercial real estate services industry; that our failure to comply with the financial and other restrictive covenants in the documents governing our indebtedness could result in an event of default that, if not cured or waived, results in foreclosure on substantially all of our assets; and that the terms of available new financing will not be as favorable as the terms of existing indebtedness. If we are unable to satisfy the obligations owed to any lender with a lien on one of our properties, the lender could foreclose on the real property or other assets securing the loan and we would lose that property or asset. The loss of any property or asset to foreclosure could have a material adverse effect on our business, financial condition and results of operations. From time to time, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., rate our significant outstanding debt. These ratings and any downgrades thereof may impact our ability to borrow under any new agreements in the future, as well as the interest rates and other terms of any future borrowings, and could also cause a decline in the market price of our common stock. We cannot be certain that our earnings will be sufficient to allow us to pay principal and interest on our debt and meet our other obligations. If we do not have sufficient earnings, we may be required to seek to refinance all or part of our existing debt, sell assets, borrow more money or sell more securities, none of which we can guarantee that we will be able to do and which, if accomplished, may adversely impact our stock price.

Our debt obligations impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.

Our existing debt obligations impose, and future debt obligations may impose, significant operating and financial restrictions on us. These restrictions limit or prohibit, among other things, our ability to:

 

  •  

incur additional indebtedness;

 

  •  

repay indebtedness (including our senior notes due 2019 and our 2037 debentures) prior to stated maturities;

 

  •  

pay dividends on, redeem or repurchase our stock or make other distributions;

 

  •  

make acquisitions or investments;

 

  •  

create or incur liens;

 

  •  

transfer or sell certain assets or merge or consolidate with or into other companies;

 

  •  

enter into certain transactions with affiliates;

 

  •  

sell stock in our subsidiaries;

 

  •  

restrict dividends, distributions or other payments from our subsidiaries; and

 

  •  

otherwise conduct necessary corporate activities.

In addition, our unsecured revolving credit facility and the indenture governing our 2037 debentures require us to maintain compliance with specified financial covenants, including maximum balance sheet leverage and fixed charge coverage ratios. As of June 30, 2011, we were in compliance with these covenants. These covenants could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness.

 

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We have guaranteed a number of loans in connection with various equity partnerships which may result in us being obligated to make substantial payments.

We have provided guarantees associated with loans secured by assets held in various joint venture partnerships. The maximum potential amount of future payments (undiscounted) we could be required to make under the guarantees was approximately $24 million at June 30, 2011. The guarantees expire through 2015 and our performance under the guarantees would be required to the extent there is a shortfall upon liquidation between the principal amount of the loan and the net sales proceeds of the property. If we were to become obligated to perform on these guarantees, it could have an adverse effect on our financial condition.

We have a number of equity partnerships that are subject to obligations under certain “non-recourse carve out” guarantees that may be triggered in the future.

Most of our real estate properties within our equity partnerships are encumbered by traditional non-recourse debt obligations. In connection with most of these loans, however, we entered into certain “nonrecourse carve out” guarantees, which provide for the loans to become partially or fully recourse against us if certain triggering events occur. Although these events are different for each guarantee, some of the common events include:

 

  •  

The special purpose property-owning subsidiary’s filing a voluntary petition for bankruptcy;

 

  •  

The special purpose property-owning subsidiary’s failure to maintain its status as a special purpose entity; and

 

  •  

Subject to certain conditions, the special purpose property-owning subsidiary’s failure to obtain lender’s written consent prior to any subordinate financing or other voluntary lien encumbering the associated property.

In the event that any of these triggering events occur and the loans become partially or fully recourse against us, our business, financial condition, results of operations and common stock price could be materially adversely affected.

The deteriorating financial condition and/or results of operations of certain of our clients could adversely affect our business.

We could be adversely affected by the actions and deteriorating financial condition and results of operations of certain of our clients if that led to losses or defaults by one or more of them, which in turn, could have a material adverse effect on our results of operations and financial condition. Any of our clients may experience a downturn in its business that may weaken its results of operations and financial condition. As a result, a client may fail to make payments when due, become insolvent or declare bankruptcy. Any client bankruptcy or insolvency, or the failure of any client to make payments when due, could result in material losses to our company. A client bankruptcy would delay or preclude full collection of amounts owed to us. Additionally, certain corporate services and property management client agreements require that we advance payroll and other vendor costs on behalf of clients. If such a client were to file bankruptcy or otherwise fail, we may not be able to obtain reimbursement for those costs or for the severance obligations we would incur as a result of the loss of the client.

We may incur expenses associated with defending lawsuits filed by former holders of Kennedy-Wilson, Inc.’s stock.

On November 13, 2009, our wholly owned subsidiary, KW Merger Sub Corp., merged with and into Kennedy-Wilson, Inc. Prior to the merger, a small percentage of Kennedy-Wilson, Inc. outstanding common stock was owned by holders who were not known to our management. If one or more of these holders were to bring a claim alleging that members of Kennedy-Wilson, Inc.’s board of directors breached their fiduciary duties in connection with approving the merger, we would incur costs defending and/or settling such claim.

 

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Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

As of June 30, 2011, we had $28.2 million of federal and $33.3 million of state net operating loss carryforwards available to offset future taxable income. Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three year period), the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. We have not performed a detailed analysis to determine whether an ownership change under Section 382 of the Code has previously occurred or will occur as a result of this offering. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset U.S. federal taxable income may become subject to limitations, which could potentially result in increased future tax liability to us.

 

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FORWARD LOOKING STATEMENTS

Statements made by us in this prospectus and in other reports and statements released by us that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21 of the Securities Exchange Act. These forward-looking statements are necessary estimates reflecting the judgment of our senior management based on our current estimates, expectations, forecasts and projections and include comments that express our current opinions about trends and factors that may impact future operating results. Disclosures that use words such as “believe,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements.

Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of our control, and involve known and unknown risks and uncertainties that could cause our actual results, performance or achievement, or industry results, to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. For a discussion of factors that could impact our future results, performance or transactions, please carefully read the section entitled “Risk Factors” above. Such factors include:

 

  •  

disruptions in general economic and business conditions, particularly in geographies where our business may be concentrated;

 

  •  

the continued volatility and disruption of the capital and credit markets, higher interest rates, higher loan costs, less desirable loan terms and a reduction in the availability of mortgage loans and mezzanine financing, all of which could increase costs and could limit our ability to acquire additional real estate assets;

 

  •  

continued high levels of, or increases in, unemployment and general slowdowns in commercial activity;

 

  •  

our leverage and ability to refinance existing indebtedness or incur additional indebtedness;

 

  •  

an increase in our debt service obligations;

 

  •  

our ability to generate a sufficient amount of cash from operations to satisfy working capital requirements and to service our existing and future indebtedness;

 

  •  

our ability to achieve improvements in operating efficiency;

 

  •  

impacts of natural disasters, such as earthquakes or tsunamis, that are beyond our control;

 

  •  

foreign currency fluctuations;

 

  •  

adverse changes in the securities markets;

 

  •  

our ability to retain our senior management and attract and retain qualified and experienced employees;

 

  •  

our ability to attract new clients in our KW Services and KW Investments segments;

 

  •  

our ability to retain major clients and renew related contracts;

 

  •  

trends in use of large, full-service commercial real estate providers;

 

  •  

changes in tax laws in the United States, Japan or Europe that reduce or eliminate deductions or other tax benefits we receive;

 

  •  

availability of future acquisitions at favorable prices or upon advantageous terms and conditions; and

 

  •  

higher than anticipated costs relating to the acquisition of assets we may acquire.

 

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Any such forward-looking statements, whether made in this prospectus or elsewhere, should be considered in the context of the various disclosures made by us about our businesses including, without limitation, the risk factors discussed above. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.

 

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

 

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CAPITALIZATION

The following table sets forth the consolidated capitalization of Kennedy-Wilson Holdings, Inc. as of June 30, 2011:

 

     As of June 30,
2011		  
     Actual  

Cash and cash equivalents

    $ 191,218,000   
  

 

 

  

Debt:

   

Secured Mortgage Loans

      38,217,000   

Unsecured Revolving Credit Facility(1)

      —     

Unsecured Loans

      —     

Senior Unsecured Notes(2)

      249,357,000   

Junior Subordinated Debentures

      40,000,000   
  

 

 

  

Total Debt

      327,574,000   

Total Shareholders’ Equity(3)

      348,282,000   

Non-Controlling Interest

      15,023,000   
  

 

 

  

Total Capitalization

    $ 690,879,000   
  

 

 

  

 

(1) Total availability of $75 million for general corporate purposes and seasonal borrowings, subject to certain conditions. The average amount of revolver borrowings fluctuates during the year. As of June 30, 2011, we had no borrowings under our unsecured revolving credit facility and we had no letters of credit outstanding thereunder.
(2) Represents the outstanding balance of the outstanding notes as of June 30, 2011. The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the outstanding notes, except that the exchange notes will be freely tradable, except in the limited circumstances described below under “The Exchange Offer.”
(3) Includes $100 million of Series A mandatory convertible preferred with a mandatory conversion date of May 19, 2015 and a conversion rate of $12.41 per share and $32.5 million of Series B mandatory convertible preferred with a mandatory conversion date of November 3, 2018 and a conversion rate of $10.70 per share.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data for the years ended December 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements incorporated by reference herein. The same information for the six-month periods ended June 30, 2011 and 2010 has been derived from our unaudited consolidated financial statements incorporated by reference herein.

The financial data set forth in this table are not necessarily indicative of the results of future operations and should be read in conjunction with our SEC filings and our audited consolidated financial statements and accompanying notes thereto incorporated by reference herein.

Some of the financial data set forth below reflects the effects of, and may not total due to, rounding.

 

Statements of Operations:    Six Months Ended
June, 30		     Year Ended December 31,  
Revenue    2011      2010     2010      2009     2008  

Management and leasing fees

    $ 4,795,000       $ 4,213,000      $ 8,913,000       $ 9,026,000      $ 10,671,000   

Management and leasing fees–related party

      5,162,000         5,760,000        12,417,000         10,138,000        8,380,000   

Commissions

      3,513,000         2,380,000        6,359,000         4,204,000        5,906,000   

Commissions–related party

      1,657,000         2,285,000        5,375,000         727,000        4,295,000   

Sale of real estate

      417,000         3,937,000        3,937,000         52,699,000        —     

Sale of real estate–related party

      —           —          9,535,000         6,698,000        —     

Rental and other income

      1,693,000         1,297,000        4,000,000         2,743,000        2,973,000   
  

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Total revenue

    $ 17,237,000       $ 19,872,000      $ 50,536,000       $ 86,235,000      $ 32,225,000   
  

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Operating expenses

             

Commission and marketing expenses

      1,373,000         1,769,000        3,186,000         3,411,000        2,827,000   

Compensation and related expenses

      16,089,000         16,986,000        38,155,000         24,789,000        21,292,000   

Merger-related compensation and related expenses

      —           —          2,225,000         12,468,000        —     

Cost of real estate sold

      397,000         2,714,000        2,714,000         36,179,000        —     

Cost of real estate sold–related party

      —           —          8,812,000         5,752,000        —     

General and administrative

      5,853,000         4,806,000        11,314,000         6,351,000        6,074,000   

Merger-related general and administrative

      —           —          —           3,652,000        —     

Depreciation and amortization

      897,000         581,000        1,618,000         1,122,000        920,000   

Rental operating expense

      1,053,000         524,000        1,913,000         1,148,000        1,458,000   
  

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Total operating expenses

    $ 25,662,000       $ 27,380,000      $ 69,937,000       $ 94,872,000      $ 32,571,000   

Equity in joint venture income

      7,807,000         (29,000 )      10,548,000         8,019,000        10,097,000   

Interest income from loan pool participations and notes receivable

      4,787,000         3,741,000        11,855,000         —          —     
  

 

 

     

 

 

    

 

 

     

 

 

    

 

 

  

Operating income (loss)

    $ 4,169,000       ($ 3,796,000 )    $ 3,002,000       ($ 618,000 )    $ 9,751,000   

 

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Statements of Operations:    Six Months Ended
June, 30		     Year Ended December 31,  
Revenue    2011     2010     2010     2009     2008  

Non-operating income (expense)

           

Interest income

      190,000        115,000        192,000        102,000        221,000   

Interest income–related party

      477,000        386,000        662,000        400,000        341,000   

Remeasurement gain

      6,348,000        2,108,000        2,108,000        —          —     

Gain on early extinguishment of mortgage debt

      —          16,670,000        16,670,000        —          —     

Loss on early extinguishment of corporate debt

      —          —          (4,788,000 )      —          —     

Interest expense

      (7,757,000 )      (4,294,000 )      (7,634,000 )      (13,174,000 )      (8,596,000 ) 

Other than temporary impairment

      —          —          —          (328,000 )      (445,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Income (loss) before (provision for) benefit from income taxes

    $ 3,427,000      $ 11,189,000      $ 10,212,000      ($ 13,618,000 )    $ 1,272,000   

(Provision for) benefit from income taxes

      (835,000 )      (3,952,000 )      (3,727,000 )      3,961,000        (605,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net income (loss)

    $ 2,592,000      $ 7,237,000      $ 6,485,000      ($ 9,657,000 )    $ 667,000   

Net income attributable to the noncontrolling interests

      (1,337,000 )      (1,159,000 )      (2,979,000 )      (5,679,000 )      (54,000 ) 

Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.

    $ 1,255,000      $ 6,078,000      $ 3,506,000      ($ 15,336,000 )    $ 613,000   

 

Statements of Cash Flow Data:    Six Months Ended
June, 30		     Year Ended December 31,  
     2011     2010     2010     2009     2008  

Cash flow (used in) provided by:

           

Operating activities

    $ (12,876,000 )    $ (8,657,000 )    $ (2,157,000      $ (25,226,000 )    $ (14,669,000 ) 

Investing activities

      (67,331,000 )      (64,252,000 )      (114,836,000 )      69,007,000        (96,773,000 ) 

Financing activities

      223,532,000        103,676,000        91,160,000        (15,707,000 )      112,625,000   

Balance Sheet Data:

           

Cash and cash equivalents

    $ 191,218,000      $ 92,201,000      $ 46,968,000      $ 57,784,000      $ 25,831,000   

Total assets

      741,002,000        500,866,000        487,848,000        336,257,000        256,837,000   

Total debt

      327,574,000        183,172,000        127,782,000        127,573,000        131,423,000   

Total Kennedy-Wilson Holdings, Inc. stockholders’ equity

      348,282,000        285,901,000        300,192,000        177,314,000        105,551,000   

Other Selected Data:

           

EBITDA(1)

    $ 30,099,000      $ 24,427,000      $ 48,108,000      $ 18,620,000      $ 25,953,000   

Adjusted EBITDA(2)

      32,564,000        30,573,000        58,427,000        37,054,000        26,968,000   

Investment Account(3)

      459,400,000        291,792,000        363,700,000        211,522,000        165,165,000   

Certain Pro Forma Financial Ratios(4):

      Pro Forma   

Ratio of Adjusted EBITDA less our share of joint venture interest expense / corporate interest expense(5)

      1.7x          1.7x       

 

 

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(1) EBITDA represents net income (loss) before interest expense, our share of interest expense included in income from investments in joint ventures and loan pool participations, depreciation and amortization, our share of depreciation and amortization included in income from investments in joint ventures, loss on early extinguishment of corporate debt and income taxes. We do not adjust EBITDA for gains or losses on the extinguishment of mortgage debt as we are in the business of purchasing discounted notes secured by real estate and, in connection with these note purchases, we may resolve these loans through discounted payoffs with the borrowers. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net earnings as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Our presentation of EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. EBITDA is not calculated under GAAP and should not be considered in isolation or as a substitute for net income, cash flows or other financial data prepared in accordance with GAAP or as a measure of our overall profitability or liquidity. Our management believes EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. Additionally, we believe EBITDA is useful to investors to assist them in getting a more accurate picture of our results from operations.
(2) Adjusted EBITDA represents EBITDA, as defined above, adjusted to exclude merger related expenses and stock based compensation expense. Our management uses Adjusted EBITDA to analyze our business because it adjusts EBITDA for items we believe do not have an accurate reflection of the nature of our business going forward. Such items may vary for different companies for reasons unrelated to overall operating performance. Additionally, we believe Adjusted EBITDA is useful to investors to assist them in getting a more accurate picture of our results from operations.
(3) Investment Account is defined as investments in joint ventures plus real estate plus notes receivable plus loan pool participations less mortgage debt.
(4) These financial ratios are presented on a pro forma basis for the six months ended June 30, 2011 and for the year ended December 31, 2010 as if the incurrence of $250 million of indebtedness from the issuance of our 8.750% senior notes ($200 million of which we incurred on April 5, 2011 and $50 million of which we incurred on April 12, 2011) and the related use of proceeds to pay down other indebtedness had occurred on January 1, 2011 and January 1, 2010, respectively.
(5) Corporate interest expense is defined as total interest expense less our share of joint venture interest expense.

 

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The following table sets forth a reconciliation of EBITDA and Adjusted EBITDA to “Net income (loss),” the most directly comparable GAAP financial measure, for each of the periods indicated:

 

     Six Months Ended
June 30,		      Year Ended December 31,  
     2011      2010      2010      2009     2008  

Net income (loss)

    $ 2,592,000       $ 7,237,000       $ 6,485,000       $ (9,657,000 )    $ 667,000   

Add back:

              

Interest expense

      7,757,000         4,294,000         7,634,000         13,174,000        8,596,000   

Kennedy-Wilson’s share of interest expense included in investment in joint ventures and loan pool participations

      10,309,000         4,209,000         13,802,000         10,468,000        10,095,000   

Depreciation and amortization

      897,000         581,000         1,618,000         1,122,000        920,000   

 

Kennedy-Wilson’s share of depreciation and amortization included in investment in joint ventures

      7,709,000         4,154,000         10,054,000         7,474,000        5,070,000   

Write-off of unamortized beneficial conversion on extinguishment of corporate debt

      —           —           4,788,000         —          —     

Income taxes

      835,000         3,952,000         3,727,000         (3,961,000 )      605,000   
  

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

EBITDA

    $ 30,099,000       $ 24,427,000       $ 48,108,000       $ 18,620,000      $ 25,953,000   

Add back:

              

Merger related and other deal expenses(1)

      —         $ 2,225,000       $ 2,225,000       $ 16,120,000        —     

Non-cash stock compensation expense(2)

      2,465,000         3,921,000         8,094,000         2,314,000        1,015,000   
  

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

Adjusted EBITDA

   $ 32,564,000       $ 30,573,000       $ 58,427,000       $ 37,054,000      $ 26,968,000   
  

 

 

     

 

 

     

 

 

     

 

 

    

 

 

  

 

(1) Expenses incurred in connection with the merger of one of our subsidiaries with and into Kennedy-Wilson, Inc in 2009.
(2) Expenses related to stock based compensation pursuant to our equity participation plan and the award of restricted stock to certain of our executive officers.

 

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THE EXCHANGE OFFER

General

We are offering to exchange a like principal amount of exchange notes for any or all outstanding notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your outstanding notes pursuant to the exchange offer.

As of the date of this prospectus, $250,000,000 aggregate principal amount of 8.750% Senior Notes due 2019 is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all registered holders of outstanding notes known to us on or about             ,             . Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to the satisfaction or waiver of certain conditions set forth under “—Conditions to the Exchange Offer” below. We anticipate that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

We issued $200 million in aggregate principal amount of the outstanding notes on April 5, 2011 (the “original issue date”) and an additional $50 million in aggregate principal amount on April 12, 2011. In connection with the two separate private offerings and sales of the outstanding notes, we and the guarantors of the notes entered into two registration rights agreements, each with substantially the same terms, with the initial purchasers of the outstanding notes in which we agreed, under certain circumstances, to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. The following description of the registration rights agreements is only a brief summary of the agreements. It does not purport to be complete and is qualified in its entirety by reference to all of the terms, conditions and provisions of the registration rights agreements. For further information, please refer to the registration rights agreements attached as exhibits to our Current Reports on Form 8-K filed with the SEC on April 7, 2011 and April 13, 2011 and listed in the exhibit index in the registration statement of which this prospectus forms a part. We also agreed to use our reasonable best efforts to cause a registration statement relating to the exchange notes to be declared effective within 270 days after the original issue date and to cause the exchange offer to be consummated within 310 days after the original issue date. The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act, and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement.

Pursuant to the registration rights agreements and under the circumstances set forth below, we and the guarantors of the notes agreed to use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and to keep the shelf registration statement effective for up to two years after the effective date of the shelf registration statement. These circumstances include:

 

  •  

if we determine that this exchange offer is not permitted because it would violate any applicable law or applicable interpretations of the staff of the SEC;

 

  •  

if for any other reason the exchange offer is not consummated within 310 days after the original issue date;

 

  •  

any holder is prohibited by law or SEC policy from participating in the exchange offer and the holder requests that a shelf registration statement be filed;

 

  •  

any holder may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and that this prospectus is not appropriate or available for such resales by such holder; or

 

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  •  

any holder is a broker-dealer and holds outstanding notes acquired directly from us or one of our affiliates.

If we fail to comply with specified obligations under the registration rights agreements, we will be required to pay additional interest to holders of the outstanding notes. These obligations include:

 

  •  

the obligation to cause the exchange offer registration statement or a shelf registration statement, if required, to be filed within the applicable timeframes required by the registration rights agreements;

 

  •  

the obligation to cause the exchange offer registration statement or a shelf registration statement, if required, to be declared effective within the applicable timeframes required by the registration rights agreements;

 

  •  

the obligation to consummate the exchange offer within 40 days after the SEC declares the registration statement effective; and

 

  •  

the obligation to keep the exchange offer registration statement or the shelf registration statement, as the case may be, effective and usable during the periods specified in the registration rights agreements.

If you wish to exchange your outstanding notes for exchange notes in the exchange offer, you will be required to make the following written representations:

 

  •  

you will acquire the exchange notes in the ordinary course of your business;

 

  •  

at the time of the commencement of the exchange offer, you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

 

  •  

you are not our “affiliate” or an “affiliate” of any guarantor of the notes, as defined by Rule 405 of the Securities Act, or if you are an “affiliate,” you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

 

  •  

you are not engaged in, and do not intend to engage in, a distribution of exchange notes.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

 

  •  

you are acquiring the exchange notes in the ordinary course of your business;

 

  •  

you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

 

  •  

you are not our “affiliate” or an “affiliate” of any guarantor of the notes as defined by Rule 405 of the Securities Act; and

 

  •  

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

 

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If you are our “affiliate,” or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business, then:

 

  •  

you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

 

  •  

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, or for the resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, we will accept for exchange in the exchange offer any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will issue $2,000 principal amount or an integral multiple of $1,000 of exchange notes in exchange for a corresponding principal amount of outstanding notes surrendered in the exchange offer. In exchange for each outstanding note surrendered in the exchange offer, we will issue exchange notes with a like principal amount.

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the outstanding notes. For a description of the indenture, see “Description of the Notes.”

The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

As of the date of this prospectus, $250,000,000 aggregate principal amount of the 8.750% Senior Notes due 2019 is outstanding. This prospectus and the letters of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreements, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits that such holders have under the indenture relating to such holders’ series of outstanding notes and the applicable registration rights agreement, except we will not have any further obligations to provide for the registration of the outstanding notes under the applicable registration rights agreement.

 

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We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreements, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept outstanding notes for exchange upon the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offer.”

If you tender your outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on                     ,                 . However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

To extend the period of time during which an exchange offer is open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

 

  •  

to delay accepting for exchange any outstanding notes (only in the case that we amend or extend the exchange offer);

 

  •  

to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied by giving written notice of such delay, extension or termination to the exchange agent; and

 

  •  

subject to the terms of the registration rights agreements, to amend the terms of the exchange offer in any manner. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the outstanding notes. If we amend an exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and we may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in our reasonable judgment:

 

  •  

the exchange offer, or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

 

  •  

any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

 

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In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

 

  •  

the representations described under “—Purpose and Effect of the Exchange Offer” and “—Procedures for Tendering Outstanding Notes” and “Plan of Distribution;” and

 

  •  

any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of such extension to their holders. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration date.

In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering Outstanding Notes

To tender your outstanding notes in the exchange offer, you must comply with either of the following:

 

  •  

complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent” prior to the expiration date; or

 

  •  

comply with DTC’s Automated Tender Offer Program procedures described below.

 

  •  

In addition, you will comply with either of the following conditions:

 

  •  

the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

 

  •  

the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

 

  •  

you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

 

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The method of delivery of outstanding notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose outstanding notes are held in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your outstanding notes, you should promptly instruct the registered holder to tender outstanding notes on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

 

  •  

make appropriate arrangements to register ownership of the outstanding notes in your name; or

 

  •  

obtain a properly completed bond power from the registered holder of outstanding notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

 

  •  

by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

 

  •  

for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

Any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an

agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

 

  •  

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

 

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  •  

the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

 

  •  

we may enforce that agreement against such participant.

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

 

  •  

outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and

 

  •  

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering outstanding notes pursuant to the exchange offer, you will represent to us that, among other things:

 

  •  

you are not our “affiliate” or an “affiliate” of any guarantor of the notes within the meaning of Rule 405 under the Securities Act;

 

  •  

you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

 

  •  

you are acquiring the exchange notes in the ordinary course of your business.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

Our interpretation of the terms and conditions of the exchange offer, including the letters of transmittal and the instructions to the letters of transmittal, and our resolution of all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will we or any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

 

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Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes, but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

 

  •  

the tender is made through an eligible guarantor institution;

 

  •  

prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

 

  •  

the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

 

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Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective:

 

  •  

the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent;” or

 

  •  

you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

 

  •  

specify the name of the person who tendered the outstanding notes to be withdrawn;

 

  •  

identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

 

  •  

where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

 

  •  

the serial numbers of the particular certificates to be withdrawn; and

 

  •  

a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution unless you are an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal, and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Exchange Agent

Wilmington Trust, National Association has been appointed as the exchange agent for the exchange offer. Wilmington Trust, National Association, (as successor by merger to Wilmington Trust FSB) also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

 

By Overnight Courier or Mail:

   By Registered or Certified Mail:   By Hand:

Wilmington Trust, National Association

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attention: Sam Hamed

  

Wilmington Trust, National Association

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attention: Sam Hamed

  

Wilmington Trust, National Association

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attention: Sam Hamed

 

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(if by mail, registered or certified recommended)

 

By Facsimile:   To Confirm by Telephone:

(302) 636-4139

Attention: Sam Hamed

   (302) 636-6181

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The registration rights agreements provide that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

We have not retained any dealer manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person for soliciting tenders of outstanding notes pursuant to the exchange offer.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will capitalize the expenses of the exchange offer and amortize them over the life of the notes.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

 

  •  

certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

 

  •  

tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

 

  •  

a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

 

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Consequences of Failure to Exchange

If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

 

 

  •  

as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

 

  •  

as otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to participate. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

 

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DESCRIPTION OF THE NOTES

The outstanding notes were issued in two separate private placements. $200 million aggregate principal amount of outstanding notes were issued on April 5, 2011 (the “Original Issue Date”) and $50 million aggregate principal amount of outstanding notes were issued on April 12, 2011. The outstanding notes were issued, and the exchange notes will be issued, under the Indenture (the “Indenture”) among Kennedy-Wilson, Inc. (the “Issuer”), the Guarantors party thereto and Wilmington Trust, National Association, (as successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”). We refer to the outstanding notes and the exchange notes, collectively, as the “Notes” in this section. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Holders of Notes are referred to the Indenture and the Trust Indenture Act for all of the terms of the Notes.

The following description of the Notes summarizes the material provisions of the Indenture. It is not complete and is qualified in its entirety by reference to the Indenture. We urge you to read the Indenture because that agreement, and not this description, defines your rights as a holder of the Notes. A copy of the Indenture is attached as an exhibit to Kennedy-Wilson Holding, Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2011. You may request a copy of the Indenture at our address shown under the heading “Incorporation of Certain Documents by Reference.”

The definitions of certain terms used in the following summary are set forth below under “—Certain Definitions.” For purposes of this summary, references to “the Issuer,” “we,” “our” and “us” and other similar references are to Kennedy-Wilson, Inc. and not to any of its subsidiaries.

Brief Description of the Notes

These Notes:

 

  •  

are unsecured senior obligations of the Issuer;

 

  •  

are senior in right of payment to all existing and any future Subordinated Obligations of the Issuer; and

 

  •  

are guaranteed by Kennedy-Wilson Holdings, Inc. (“Parent”) and each Subsidiary Guarantor on a senior basis.

Principal, Maturity and Interest

The Issuer issued the Notes initially with a maximum aggregate principal amount of $250.0 million. The Notes are issued in denominations of $2,000 and any greater integral multiple of $1,000. The Notes will mature on April 1, 2019. Subject to our compliance with the covenant described under the subheading “—Certain Covenants—Limitation on Indebtedness,” we are permitted to issue more notes under the Indenture in an unlimited aggregate principal amount (the “Additional Notes”), provided that if the Additional Notes are not fungible with the Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number. The Notes offered and any Additional Notes subsequently issued under the Indenture will be treated as a single series of Notes for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Holders of the Notes and any Additional Notes subsequently issued under the Indenture will vote as one class under the Indenture. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of the Notes,” references to the Notes include any Additional Notes actually issued.

Interest on these Notes accrues at the rate of 8.750% per annum and will be payable semiannually in arrears on April 1 and October 1, commencing on October 1, 2011. We will make each interest payment to the holders of record of these Notes on the immediately preceding March 15 and September 15.

Interest on these Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

 

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Additional interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreements.

Optional Redemption

Except as set forth below, we will not be entitled to redeem the Notes at our option.

On and after April 1, 2015, we will be entitled at our option to redeem all or a portion of these Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date), if redeemed during the 12-month period commencing on April 1 of the years set forth below:

 

Period

    Redemption Price  

2015

      104.375 % 

2016

      102.188 % 

2017 and thereafter

      100.000 % 

In addition, before April 1, 2014, we will be entitled at our option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount ) of 108.750%, plus accrued and unpaid interest, if any, to the redemption date, with an amount not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Issuer); provided that

 

  (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Issuer or its Affiliates); and

 

  (2) each such redemption occurs within 90 days after the date of the related Equity Offering.

Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice, may, at the Issuer’s discretion, be subject to the completion of the related Equity Offering.

Prior to April 1, 2015, we will be entitled, at our option, to redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

“Applicable Premium” means with respect to a Note at any redemption date, as provided by the Issuer, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on April 1, 2015 (such redemption price being described in the second paragraph in this “—Optional Redemption” section exclusive of any accrued and unpaid interest) plus (ii) all required remaining scheduled interest payments due on such Note through April 1, 2015 (but excluding accrued and unpaid interest, if any, to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such Note on such redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date and as provided by the Issuer, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most

 

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recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after April 1, 2015, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the date that the applicable redemption notice is first mailed, in each case, plus 0.50%.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes from the redemption date to April 1, 2015, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to April 1, 2015.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (2) of the Adjusted Treasury Rate definition is applicable, the average of three, or such lesser number as is obtained by the Issuer, Reference Treasury Dealer Quotations for such redemption date.

“Quotation Agent” means the Reference Treasury Dealer selected by the Issuer.

“Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors and assigns and Morgan Stanley & Co., Incorporated and its successors and assigns.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding date that the applicable redemption notice is first mailed.

Selection and Notice of Redemption

If we are redeeming less than all the Notes at any time, the Trustee will select Notes on a pro rata basis, by lot or by such other method in accordance with the procedures of DTC.

We will redeem Notes of $2,000 or less in whole and not in part. We will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. We will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

No Sinking Fund; Open Market Purchases

We are not required to make any sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under the captions “—Fundamental

 

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Change” and “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Guaranties

Parent and each Subsidiary Guarantor of the Issuer jointly and severally guarantee, on a senior unsecured basis, our obligations under the Indenture and the Notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guaranty are designed to be limited as necessary to prevent such Subsidiary Guaranty from constituting a fraudulent conveyance under applicable law and, therefore, is expressly limited to the maximum amount that such Subsidiary Guaranty could guarantee without such Subsidiary Guaranty constituting a fraudulent conveyance. This limitation, however, may not be effective to prevent such Subsidiary Guaranty from constituting a fraudulent conveyance. See “Risk Factors—Risks Relating to the Notes—A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the Notes from relying on that subsidiary to satisfy claims.”

If a Subsidiary Guaranty were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guaranty could be reduced to zero. See “Risk Factors—Risks Relating to the Notes—A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the Notes from relying on that subsidiary to satisfy claims.”

The Subsidiary Guaranty of a Subsidiary Guarantor will be released:

 

  (1) upon the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor;

 

  (2) upon the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor;

 

  (3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Indenture;

 

  (4) upon the defeasance of the Notes, as provided under “—Defeasance;” or

 

  (5) as described under “—Amendments and Waivers,”

in the case of clause (1) or (2), other than to the Issuer or a Restricted Subsidiary and as permitted by the Indenture.

Not all of our Subsidiaries guarantee the Notes. Also, the joint venture and fund entities in which we have investments and their respective Subsidiaries (which are not Subsidiaries of the Issuer as of the date of the Indenture) are not guarantors and are not subject to any of the obligations and covenants described hereunder. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. As of June 30, 2011, revenues of our non-guarantor Subsidiaries constituted approximately 18.8% of our consolidated revenues and the operating income of such non-guarantor Subsidiaries was approximately $0.6 million. As of June 30, 2011, the total assets of such non-guarantor Subsidiaries constituted approximately 8.4% of our consolidated total assets and such Subsidiaries had $28.7 million of secured non-recourse mortgage indebtedness, of which none is recourse to us.

Ranking

The indebtedness evidenced by the Notes and the Guaranties is senior unsecured obligations and ranks pari passu in right of payment with all other unsecured Senior Indebtedness of the Issuer or the applicable Guarantor, as the case may be.

 

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As of June 30, 2011:

 

  (a) the Issuer’s and the Guarantors’ Senior Indebtedness was approximately $260 million, of which:

 

  (1) $10 million was secured Non-Recourse Indebtedness under mortgage loans;

 

  (2) $250.0 million was unsecured Senior Indebtedness, consisting of the Notes; and

 

  (3) the Issuer had no Indebtedness outstanding under the Credit Agreement, and had $75.0 million of availability thereunder; and

(b) the Issuer’s subordinated Indebtedness was $40.0 million, consisting entirely of its Subordinated Debentures.

In addition, as of such date, the Issuer had $24 million aggregate principal amount of Guarantees that it provided in connection with loans secured by assets held in various joint ventures and that are recourse to it.

The Notes and the Guaranties are unsecured obligations of the Issuer and the Guarantors, as the case may be. Secured debt and other secured obligations of the Issuer and the Guarantors will be effectively senior to the Notes and the Guaranties to the extent of the value of the assets securing such debt or other obligations. In addition, all Indebtedness and trade payables of non-guarantor Subsidiaries will be effectively senior to the Notes and the Guaranties. As of June 30, 2011, our non-guarantor Subsidiaries had $28.7 million of secured Non-Recourse Indebtedness under mortgage loans.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuer and the Restricted Subsidiaries may incur, under certain circumstances the amount of such Indebtedness could be substantial and, subject to the limitations set forth in the covenants described under “—Certain Covenants— Limitation on Liens,” such Indebtedness may be secured Indebtedness. See “—Certain Covenants—Limitation on Indebtedness” and “—Limitation on Liens.”

Fundamental Change

Upon the occurrence of a Fundamental Change, each noteholder shall have the right to require that the Issuer purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following any Fundamental Change, unless we have exercised our option to redeem all the Notes as described under “—Optional Redemption,” we will mail a notice to each noteholder with a copy to the Trustee (the “Fundamental Change Offer”) stating:

 

  (1) that a Fundamental Change has occurred and that such noteholder has the right to require us to purchase such noteholder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of noteholders of record on the relevant record date to receive interest on the relevant interest payment date);

 

  (2) the circumstances and relevant facts regarding such Fundamental Change (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Fundamental Change);

 

  (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

 

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  (4) the instructions, as determined by us, consistent with the covenant described hereunder, that a noteholder must follow in order to have its Notes purchased.

We will not be required to make a Fundamental Change Offer following a Fundamental Change if a third party makes the Fundamental Change Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Fundamental Change Offer made by us and purchases all Notes validly tendered and not withdrawn under such Fundamental Change Offer or if we have exercised our option to redeem all the Notes pursuant to the provisions described under “—Optional Redemption.”

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes as a result of a Fundamental Change. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

The Fundamental Change purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Issuer and, thus, the removal of incumbent management. The Fundamental Change purchase feature is a result of negotiations between the Issuer and the Initial Purchasers. We have no present intention to engage in a transaction involving a Change of Control and we don’t foresee the occurrence of a Termination of Trading, although it is possible that, in the future, we could decide to engage in a transaction involving a Change of Control or a Termination of Trading occurs. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture or result in a Termination of Trading, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described under “—Certain Covenants—Limitation on Indebtedness,” and “—Limitation on Liens.” Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenant, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

Holders may not be entitled to require us to purchase their Notes in certain circumstances involving a significant change in the composition of our Board of Directors, including in connection with a proxy contest where our Board of Directors does not approve a dissident slate of directors but approves them as continuing directors, even if our Board of Directors initially opposed the directors.

The Credit Agreement provides that the occurrence of certain change of control events with respect to the Issuer would constitute a default thereunder. Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Fundamental Change or require the purchase of such indebtedness upon a Fundamental Change. Moreover, the exercise by the holders of their right to require us to purchase the Notes could cause a default under such indebtedness, even if the Fundamental Change itself does not, due to the financial effect of such purchase on us. Our ability to pay cash to the holders of Notes following the occurrence of a Fundamental Change may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required purchases. See “Risk Factors—Risks Relating to the Notes—We may not have the ability to raise the funds necessary to finance a fundamental change offer.”

The occurrence of a Fundamental Change will also trigger a redemption right held by the holders of Parent’s Series A Preferred Stock and Series B Preferred Stock under their respective certificates of designation. Pursuant to paragraph (a) and clause (11) of paragraph (b) under the covenant described under “—Certain Covenants—

 

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Restricted Payments”, we may not make any Restricted Payment to redeem or repurchase Parent’s Series A Preferred Stock and Series B Preferred Stock, unless we have sufficient restricted payment capacity or we have previously made an offer to noteholders to repurchase the Notes. If the noteholders, however, reject our Fundamental Change Offer or fail for any reason to tender their Notes, and the stockholders of Parent’s Series A Preferred Stock and Series B Preferred Stock accept Parent’s offer to repurchase such shares of Series A Preferred Stock and Series B Preferred Stock, we may have to pay dividends or make other payments to Parent so that it can use cash to fund the repurchase or redemption of its Series A Preferred Stock and Series B Preferred Stock. In the event this occurs, it may be it more difficult for us to make scheduled payments on the untendered Notes. See “Risk Factors—Risks Relating to the Notes—In the event of a change of control or termination of trading of our common stock, our Series A and Series B preferred stock is redeemable at the option of the stockholders thereof.”

Notwithstanding anything to the contrary herein, a Fundamental Change Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of such Fundamental Change Offer.

The phrase “all or substantially all,” as used with respect to the assets of the Issuer in the definition of “Change of Control,” is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the Issuer has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.

The provisions under the Indenture relative to our obligation to make an offer to purchase the Notes as a result of a Fundamental Change may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

For purposes of this discussion of a repurchase of the Notes following a Fundamental Change “Change of Control” means the occurrence of any of the following:

 

  (1) any “person” or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 35% (or, in the case of any Permitted Holder, 50%) of the total voting power of the Voting Stock of the Parent;

 

  (2) individuals who on the Original Issue Date constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors of the Parent then still in office who were either directors on the Original Issue Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Parent then in office;

 

  (3) the adoption of a plan relating to the liquidation or dissolution of the Parent;

 

  (4) the merger or consolidation of the Parent with or into another Person or the merger of another Person with or into the Parent, or the sale of all or substantially all the consolidated assets of Parent (but in any event, upon the sale of more than 35% of the consolidated assets of the Parent), to another Person, other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own, directly or indirectly, at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (B) in the case of a sale of assets transaction, the transferee Person becomes the obligor in respect of the Notes and a Subsidiary of the transferor of such assets; or

 

  (5) the Parent ceases to own, directly, 100% of the Capital Stock of the Issuer.

 

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For the avoidance of doubt, for purposes of determining beneficial ownership under clause (1) above, no Permitted Holder shall be deemed to be a “person” or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) with Fairfax.

“Fundamental Change” shall mean the occurrence of a Change of Control or a Termination of Trading.

“Termination of Trading” shall mean the termination (but not the temporary suspension) of trading of the Common Stock of Parent, which will be deemed to have occurred if the Common Stock or other securities into which the Parent’s Series A Preferred Stock and Series B Preferred Stock are convertible are not, or are not permitted to be, listed for trading on the New York Stock Exchange or any other U.S. national securities exchange.

Certain Covenants

The Indenture contains, among others, the following covenants:

Limitation on Indebtedness

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Issuer and the Restricted Subsidiaries will be entitled to Incur Indebtedness (including revolving credit Indebtedness) if, on the date of such Incurrence and after giving effect thereto, no Default has occurred and is continuing and the Maximum Balance Sheet Leverage Ratio is no greater than 1.5 to 1.0.

(b) Notwithstanding the foregoing paragraph (a), the Issuer and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness:

 

  (1) Indebtedness Incurred by the Issuer pursuant to any Credit Facility (including the Credit Agreement); provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed $100.0 million;

 

  (2) Indebtedness owed to and held by the Issuer or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes;

 

  (3) the Notes and the Exchange Notes (other than any Additional Notes);

 

  (4) Indebtedness of the Issuer and its Subsidiaries outstanding on the Original Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this covenant);

 

  (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Issuer (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Issuer); provided, however, at the time of such acquisition and after giving effect thereto, the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (5) and then outstanding does not exceed $15.0 million;

 

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  (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3), (4), (5), or this clause (6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary;

 

  (7) Hedging Obligations of the Issuer or any Restricted Subsidiary entered into in the ordinary course of business and not for the purpose of speculation;

 

  (8) obligations in respect of letters of credit, performance, bid and surety bonds, completion guarantees, budget guarantees, payment obligations in connection with self-insurance or similar requirements provided by the Issuer or any Restricted Subsidiary in the ordinary course of business;

 

  (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

 

  (10) Indebtedness with respect to workers’ compensation claims in the ordinary course of business;

 

  (11) any Guarantee (including the Subsidiary Guaranties) by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary is permitted under the terms of the Indenture;

 

  (12) Indebtedness arising from agreements providing for indemnification, deposits, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary; provided, however, that (A) such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote or footnotes to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) in the case of a disposition, the maximum liability in respect of such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being determined at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer or such Restricted Subsidiary in connection with such disposition;

 

  (13) Non-Recourse Indebtedness, Permitted Non-Recourse Carve-Out Guarantees and Permitted Co-investments;

 

  (14) Indebtedness constituting Subordinated Obligations, the net cash proceeds of which are used to purchase, repurchase, redeem, defease or otherwise acquire or retire for value the Subordinated Debentures and with a Stated Maturity that is no earlier than 180 days after the Stated Maturity of the Notes; and

 

  (15) Indebtedness of the Issuer or any Restricted Subsidiary (together with any refinancing thereof) in an aggregate principal amount which, when taken together with all other Indebtedness of the Issuer and the Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (14) above or paragraph (a)), does not exceed $25.0 million.

(c) Notwithstanding the foregoing (except to the extent provided in the foregoing clause (14)), none of the Issuer or any Subsidiary Guarantor will Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Issuer or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Notes or the applicable Subsidiary Guaranty to at least the same extent as such Subordinated Obligations.

 

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(d) For purposes of determining compliance with this covenant: (1) any Indebtedness outstanding under the Credit Agreement on the Original Issue Date will be treated as having been incurred on the Original Issue Date under clause (1) of paragraph (b) above; (2) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, will be permitted to classify all or a portion of such item of Indebtedness at the time of Incurrence, or later reclassify all or a portion of such item of Indebtedness, in one of the above clauses in any manner that complies with the covenant; and (3) the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above. Notwithstanding the foregoing, Indebtedness incurred under the Credit Agreement will be deemed to have been incurred under clause (1) of paragraph (b) above and the Issuer shall not be permitted to reclassify all or any portion of such Indebtedness. Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness, but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness. For the avoidance of doubt, the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any Guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted.

(e) For purposes of determining compliance with any U.S. dollar restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness, provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Restricted Payments

(a) The Issuer will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Issuer or such Restricted Subsidiary makes such Restricted Payment:

 

  (1) a Default shall have occurred and be continuing (or would result therefrom);

 

  (2) the Issuer is not entitled to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness;” or

 

  (3) the aggregate amount of such Restricted Payment and all other Restricted Payments made on or after the Original Issue Date would exceed the sum of (without duplication):

 

  (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from April 1, 2011 to the end of the most recent fiscal quarter ended for which internal financial statements are available prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

 

  (B) 100% of the aggregate Net Cash Proceeds received by the Issuer from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Original Issue Date (other than an issuance or sale to a Subsidiary of the Issuer and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Issuer from its shareholders subsequent to the Original Issue Date; plus

 

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  (C) the amount by which Indebtedness of the Issuer is reduced on the Issuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the Original Issue Date of any Indebtedness of the Issuer convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer (less the amount of any cash, or the fair value of any other property, distributed by the Issuer upon such conversion or exchange).

(b) The preceding provisions will not prohibit:

 

  (1) (A) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Issuer (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Issuer or an employee stock ownership plan or to a trust established by the Issuer or any of its Subsidiaries for the benefit of their employees) subsequent to the Original Issue Date or (B) any Restricted Payment made out of a substantially concurrent cash capital contribution received by the Issuer from its shareholders subsequent to the Original Issue Date; provided, however, that (i) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (ii) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

 

  (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Issuer or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations which is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness;” provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

 

  (3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

 

  (4) (A) payments or distributions to employees of Parent, the Issuer or any Restricted Subsidiary pursuant to incentive plans designed to pay employees amounts reflecting incentive compensation in recognition of performance thresholds achieved by such employees or (B) payments or distributions to employees of Parent, the Issuer or any Restricted Subsidiary of “co-investment return,” “carried interest” or other form of incentive compensation or performance fees or any distribution of an equity interest in respect thereof, or any other incentive distributions from Investment Subsidiaries or Co-investment Vehicles; provided, however, that such payments or distributions shall be excluded in the calculation of the amount of Restricted Payments;

 

  (5) so long as no Default has occurred and is continuing, the repurchase or other acquisition of shares of Capital Stock of Parent or the Issuer or any of the Issuer’s Subsidiaries from employees (including substantially full-time independent contractors), former employees, directors, former directors or consultants of the Issuer or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors, former directors or consultants), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of Parent or its Subsidiaries under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock (including pursuant to any net exercise or net settlement provisions); provided, however, that the aggregate amount of such repurchases and other acquisitions for cash shall not exceed the sum of (A) $5.0 million, (B) the Net Cash Proceeds from the sale of Capital Stock to members of management, consultants or directors of the Issuer and its Subsidiaries that occurs after the Original Issue Date (to the extent the Net Cash Proceeds from the sale of such Capital Stock have not otherwise been applied
  to the payment of Restricted Payments by virtue of clause (3)(B) of paragraph (a) above) and

 

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  (C) the cash proceeds of any “key man” life insurance policies that are used to make such repurchases; provided further, however, that (x) such repurchases and other acquisitions shall be excluded in the calculation of the amount of Restricted Payments and (y) the Net Cash Proceeds from such sale shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

 

  (6) dividends to Parent to be used by Parent solely to pay its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries, insurance and other compensation of the employees) incurred by Parent in the ordinary course of its business; provided, however, that such dividends shall not exceed $1.5 million in any calendar year, provided further, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;

 

  (7) so long as no Event of Default has occurred and is continuing, dividends or other payments to Parent to be used by Parent to pay dividends to the holders of the Parent’s Series A Preferred Stock and Series B Preferred Stock issued and outstanding as of the Original Issue Date, provided, however, that the aggregate amount of such dividends or other payments shall not exceed $8.5 million per year (provided that any unused amounts in any year continue to carry forward and increase such limit in each subsequent year); provided further, however, that such dividends or other payments shall be excluded in the calculation of the amount of Restricted Payments;

 

  (8) payments to Parent in respect of Federal, state and local taxes directly attributable to (or arising as a result of) the operations of the Issuer and its consolidated Subsidiaries; provided, however, that the amount of such payments in any fiscal year do not exceed the amount that the Issuer and its consolidated Subsidiaries would be required to pay in respect of Federal, state and local taxes for such fiscal year were the Issuer to pay such taxes as a stand-alone taxpayer (whether or not all such amounts are actually used by Parent for such purposes); provided further, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

 

  (9) Investments made pursuant to commitments to Invest if at the date such commitment was made, such Investment would have complied with this covenant; provided, however, that such Investment shall be excluded in the calculation of the amount of Restricted Payments;

 

  (10) upon the occurrence of a Change of Control (or similarly defined term in other Indebtedness) and within 90 days after completion of the Fundamental Change Offer (including the purchase of all Notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Issuer or the Subsidiary Guarantors that is contractually subordinated to the Notes or to any Subsidiary Guaranty that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control (or similarly defined term in other Indebtedness), at a purchase price not greater than 101% of the outstanding principal amount or liquidation preference thereof (plus accrued and unpaid interest and liquidated damages, if any);

 

  (11) upon the occurrence of a Fundamental Change (or similarly defined term in the certificates of designation of Parent’s Series A Preferred Stock and Series B Preferred Stock) and within 90 days after completion of the Fundamental Change Offer (including the purchase of all Notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of Parent’s Series A Preferred Stock and Series B Preferred Stock (or any dividend or other payment to Parent for such purpose) that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Fundamental Change (or similarly defined term in the certificates of designation of Parent’s Series A Preferred Stock and Series B Preferred Stock), at a purchase price not greater than the respective purchase prices specified in the certificates of designation of Parent’s Series A Preferred Stock and Series B Preferred Stock as in effect on the Original Issue Date;

 

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  (12) within 90 days after completion of any offer to repurchase Notes pursuant to “Limitations on Sales of Assets and Subsidiary Stock” (including the purchase of all Notes tendered), any repayment, repurchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Issuer or the Subsidiary Guarantors that is contractually subordinated to the Notes or to any Subsidiary Guaranty that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Asset Disposition (or similarly defined term in other Indebtedness), at a purchase price not greater than 100% of the outstanding principal amount or liquidation preference thereof (plus accrued and unpaid interest and liquidated damages, if any);

 

  (13) the payment of any amounts in respect of Capital Stock by any Restricted Subsidiary organized as a partnership or a limited liability company or other pass-through entity: (a) to the extent of capital contributions made to such Restricted Subsidiary (other than capital contributions made to such Restricted Subsidiary by the Issuer or any Restricted Subsidiary), or (b) to the extent necessary for holders thereof to pay taxes with respect to the net income of such Restricted Subsidiary; provided, however, that except in the case of clause (b), no Default or Event of Default has occurred and is continuing at the time of such Restricted Payment or would result therefrom; provided, further, however, such amounts shall be excluded in the calculation of the amount of Restricted Payments;

 

  (14) the payment of any dividend or distributions by a Restricted Subsidiary of the Company to the holders of its Capital Stock pursuant to the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the Restricted Subsidiary; provided, further, however, such amounts shall be excluded in the calculation of the amount of Restricted Payments; and

 

  (15) Restricted Payments in an aggregate amount which, when taken together with all Restricted Payments made pursuant to this clause (15) which have not been repaid, does not exceed $25.0 million; provided, however, that (A) at the time of such Restricted Payments, no Default shall have occurred and be continuing (or result therefrom) and (B) such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Issuer will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness owed to the Issuer, (b) make any loans or advances to the Issuer or (c) transfer any of its property or assets to the Issuer, except:

 

  (1) with respect to clauses (a), (b) and (c),

 

  (A) any encumbrance or restriction pursuant to an agreement of the Issuer or any of its Subsidiaries in effect at or entered into on the Original Issue Date;

 

  (B) any encumbrance or restriction contained in the terms of any agreement pursuant to which such Indebtedness was issued if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Issuer determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined by the Board of Directors in good faith);

 

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  (C) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer) and outstanding on such date;

 

  (D) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A), (B) or (C) of clause (1) of this covenant or this clause (D) or contained in any amendment to an agreement referred to in clause (A), (B) or (C) of clause (1) of this covenant or this clause (D); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially less favorable, taken as a whole, to the noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;

 

  (E) any encumbrance or restriction pursuant to customary restrictions on, or customary conditions to the payment of dividends or other distributions on, equity interests owned by the Issuer or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, to the extent encumbrances or restrictions apply solely to the income of such joint venture or similar enterprise;

 

  (F) any encumbrance or restriction pursuant to customary restrictions contained in (i) agreements governing any Non-Recourse Indebtedness or Permitted Co-investments, or (ii) 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 or of any Co-investment Vehicle;

 

  (G) any encumbrance or restriction contained in the terms of any agreement governing Indebtedness directly or indirectly secured by real property or other related assets that are customary for real property financing transactions, such as cash collateral accounts or impounds or reserves required for payment of taxes, insurance, security deposits, capital expenditures and repairs, interest and tenant improvements and leasing commissions; and

 

  (H) any encumbrance or restriction pursuant to applicable law; and

 

  (2) with respect to clause (c) only,

 

  (A) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests or licenses of intellectual property to the extent such provisions restrict the transfer of the lease or the property leased or licensed thereunder;

 

  (B) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages;

 

  (C) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;

 

  (D) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and

 

  (E) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in a manner material to the Issuer and its Restricted Subsidiaries, taken as a whole.

 

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Limitation on Sales of Assets and Subsidiary Stock

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

 

  (1) the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all noncash consideration), as determined in good faith by members of the Issuer’s senior management, of the shares and assets subject to such Asset Disposition;

 

  (2) at least 75% of the consideration thereof received by the Issuer or such Restricted Subsidiary is in the form of cash or cash equivalents, Temporary Cash Investments or Replacement Assets or a combination of cash and cash equivalents, Temporary Cash Investments, and Replacement Assets; provided, however, that with respect to the sale of one or more real estate properties, up to 75% of the consideration may consist of Indebtedness of the purchase of such real estate properties so long as such Indebtedness is secured by a first or second priority Lien on the real estate property or properties sold;

 

  (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Issuer (or such Restricted Subsidiary, as the case may be)

 

  (A) first, to the extent the Issuer elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase secured Indebtedness of the Issuer or any Restricted Subsidiary or Indebtedness (other than Disqualified Stock) of any other Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

 

  (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Issuer elects, to make a capital expenditure or to acquire Replacement Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and

 

  (C) third, to the extent of the Excess Proceeds (as defined below), to make an offer to the holders of the Notes (and to holders of other Senior Indebtedness of the Issuer designated by the Issuer) to purchase Notes (and such other Senior Indebtedness of the Issuer) pursuant to and subject to the conditions contained in the Indenture;

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Issuer or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided further, however, the Issuer will be deemed to have complied with clause (B) above if and to the extent that, within 365 days after the later of the Asset Disposition or the receipt of Net Available Cash, the Issuer or any of its Restricted Subsidiaries has entered into and not abandoned or rejected a binding agreement to make a capital expenditure or to acquire Replacement Assets, and that such capital expenditure or acquisition is thereafter completed within 180 days after the end of such 365 day period.

The Net Available Cash of an Asset Disposition not applied pursuant to clauses (3)(A) and (B) above constitute “Excess Proceeds.” Excess Proceeds of less than $5.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equal or exceed such amount, the Issuer must, within 30 days, make an offer to purchase the Notes, in accordance with clause (3)(C) above. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness.

 

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For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

 

  (1) the assumption of Indebtedness of the Issuer or any Restricted Subsidiary and the release of the Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; and

 

  (2) securities received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of receipt.

(b) In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Indebtedness of the Issuer) pursuant to clause (a)(3)(C) above, the Issuer will purchase Notes tendered pursuant to an offer by the Issuer for the Notes (and such other Senior Indebtedness of the Issuer) at a purchase price of 100% of their principal amount (or, in the event such other Senior Indebtedness of the Issuer was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest, if any, (or, in respect of such other Senior Indebtedness of the Issuer, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness of the Issuer) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Issuer will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $2,000 principal amount or multiples of $1,000 greater thereof. The Issuer shall not be required to make such an offer to purchase Notes (and other Senior Indebtedness of the Issuer) pursuant to this covenant if the Excess Proceeds are less than $5.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition).

(c) The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this clause by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Issuer (an “Affiliate Transaction”) unless:

 

  (1) the terms of the Affiliate Transaction are no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;

 

  (2) if such Affiliate Transaction involves an amount in excess of $10.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Issuer disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and

 

  (3) if such Affiliate Transaction involves an amount in excess of $20.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Issuer and its Restricted Subsidiaries or is not less favorable to the Issuer and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.

 

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(b) The provisions of the preceding paragraph (a) will not prohibit:

 

  (1) any Investment or other Restricted Payment, in each case permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments;”

 

  (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors;

 

  (3) loans or advances to employees or consultants in the ordinary course of business of the Issuer or its Restricted Subsidiaries;

 

  (4) the payment of reasonable fees and compensation to, or the provision of employee benefit arrangements and indemnity for the benefit of, directors, officers, employees and consultants of the Issuer and its Restricted Subsidiaries in the ordinary course of business;

 

  (5) any transaction between or among the Issuer, any Restricted Subsidiary, any Co-investment Vehicle or joint venture or similar entity (including any separate account or investment program managed, operated or sponsored by an Investment Subsidiary) which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, Co-investment Vehicle, joint venture or similar entity (including any separate account or investment program managed, operated or sponsored by an Investment Subsidiary);

 

  (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Issuer or Parent;

 

  (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) or warrant agreement to which it is a party as of the Original Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Original Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the noteholders in any material respect;

 

  (8) any agreement as in effect on the Original Issue Date and described in the Offering Memorandum or any renewals, extensions or amendments of any such agreement (so long as such renewals, extensions or amendments are not less favorable to the Issuer or the Restricted Subsidiaries) and the transactions evidenced thereby;

 

  (9) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in each case in the ordinary course of business and otherwise in compliance with the terms of the applicable Indenture which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and

 

  (10) the repurchase or other acquisition of the Parent’s warrants outstanding as of the Original Issue Date, pursuant to the terms of a plan (or amendment thereto) approved by the Board of Directors of Parent.

Limitation on Liens

The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Original Issue Date or thereafter acquired, securing any

 

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Obligations, other than Permitted Liens, without effectively providing that the Notes (or a Subsidiary Guaranty in the case of an Initial Lien of a Subsidiary Guarantor) shall be secured equally and ratably with (or, in the event the Lien related to Subordinated Obligations, prior to) the Obligations so secured for so long as such Obligations are so secured. Any Lien created for the benefit of the holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

Limitation on Sale/Leaseback Transactions

The Issuer will not, and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

 

  (1) the Issuer or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to the covenant described under “—Limitation on Indebtedness” and (B) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Notes pursuant to the covenant described under “—Limitation on Liens;”

 

  (2) the net proceeds received by the Issuer or any Restricted Subsidiary in connection with such Sale/ Leaseback Transaction are at least equal to the fair value (as determined by the Board of Directors of the Issuer) of such property; and

 

  (3) the Issuer applies the proceeds of such transaction in compliance with the covenant described under “—Limitation on Sale of Assets and Subsidiary Stock.”

Merger and Consolidation

The Issuer will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

 

  (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes and the Indenture;

 

  (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

 

  (3) immediately after giving pro forma effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “—Limitation on Indebtedness;” and

 

  (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture;

provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Issuer or (B) the Issuer merging with an Affiliate of the Issuer solely for the purpose and with the sole effect of reincorporating the Issuer in another jurisdiction.

 

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The Successor Company will be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, and the predecessor Issuer, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

The Issuer will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

 

  (1) except in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another Person (other than to the Issuer or an Affiliate of the Issuer), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith the Issuer provides an Officer’s Certificate to the Trustee to the effect that the Issuer will comply with its obligations under the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty;

 

  (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

 

  (3) the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with the Indenture.

Parent will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

 

  (1) the resulting, surviving or transferee Person (if not Parent) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, all the obligations of Parent, if any, under its Guaranty;

 

  (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

 

  (3) the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with the Indenture.

Future Guarantors

On the Original Issue Date, Parent and each of the Subsidiary Guarantors executed and delivered to the Trustee a Guaranty Agreement pursuant to which Parent and each such Subsidiary Guarantor fully and unconditionally Guaranteed the Notes, including the Additional Notes offered hereby, on an unsecured, senior basis. After the Original Issue Date, the Issuer will cause each domestic Restricted Subsidiary, 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

 

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or any separate account or investment program managed, operated or sponsored by an Investment Subsidiary, to execute and deliver to the Trustee a Guaranty Agreement pursuant to which such domestic Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture.

SEC Reports

Notwithstanding that the Issuer may not be subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, the Issuer will file with the SEC and make available to the Trustee and noteholders within 15 days after it files them with the SEC such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed with the SEC at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to the Trustee and noteholders within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Sections 13 or 15(d) of the Exchange Act; provided further, however, that (a) so long as Parent is the Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be those of Parent rather than the Issuer and (b) in the event that Parent conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such report, information or other document containing financial statements of Parent, Parent shall include in such report, information or other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the SEC) with respect to the Issuer.

In addition, the Issuer will furnish to the holders of the Notes and to prospective investors, upon the requests of such holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Defaults

Each of the following is an Event of Default:

 

  (1) a default in the payment of interest on the Notes when due, continued for 30 days;

 

  (2) a default in the payment of principal of any Note when due at its Stated Maturity, upon redemption, upon required purchase, upon declaration of acceleration or otherwise;

 

  (3) the failure by the Issuer, Parent or any Subsidiary Guarantor to comply with its obligations under “—Certain Covenants—Merger and Consolidation;”

 

  (4) the failure by the Issuer, Parent or any Subsidiary Guarantor, as the case may be, to comply for 60 days after receipt of written notice with any of its agreements contained in the Indenture, including its obligations in the covenants described above under “Fundamental Change” (other than a failure to purchase Notes) or under “—Certain Covenants” under “—Limitation on Indebtedness,” “—Limitation on Restricted Payments,”“—Limitation on Restrictions on Distributions from Restricted Subsidiaries,”“—Limitation on Sales of Assets and Subsidiary Stock” (other than a failure to purchase Notes), “—Limitation on Affiliate Transactions,”“—Limitation on Liens,” “—Limitation on Sale/Leaseback Transactions” or “—Future Guarantors;”

 

  (5) the failure by the Issuer or Parent, as the case may be, to comply for 180 days after receipt of written notice with any of its obligations in the covenant described above under “—SEC Reports” (provided that, if applicable, failure by the Issuer or Parent to comply with the provisions of Section 314(a) of the Trust Indenture Act will not in itself be deemed a Default or an Event of Default under the Indenture);

 

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  (6) Indebtedness of the Issuer, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $20.0 million (the “cross acceleration provision”);

 

  (7) certain events of bankruptcy, insolvency or reorganization of the Issuer, any Subsidiary Guarantor or any Significant Subsidiary (the “bankruptcy provisions”);

 

  (8) any final judgment or decree for the payment of money (other than judgments which are covered by enforceable insurance policies issued by solvent carriers) in excess of $10.0 million is entered against the Issuer, any Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment becoming final and is not discharged, waived or stayed within 10 days after notice (the “judgment default provision”); or

 

  (9) the Parent Guaranty or a Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Guaranty) or a Guarantor denies or disaffirms its obligations under its Guaranty.

However, a default under clauses (4), (5) and (8) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of the outstanding Notes notify the Issuer of the default in writing and the Issuer does not cure such default within the time specified after receipt of such notice. In the event of any Event of Default specified under clause (6), such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders, if within 30 days after such Event of Default arose: (a) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (b) the default that is the basis for such Event of Default has been cured.

If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest, if any, on all the Notes to be due and payable. Upon such declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

Subject to the provisions of the Indenture relating to the duties and rights of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

 

  (1) such holder has previously given the Trustee written notice that an Event of Default is continuing;

 

  (2) holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

 

  (3) such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

 

  (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

 

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  (5) holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a Note or that would involve the Trustee in personal liability.

If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is not opposed to the interest of the holders of the Notes. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. We are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action we are taking or propose to take in respect thereof.

As to the waiver of defaults, see “—Amendments and Waivers.”

Amendments and Waivers

Subject to certain exceptions, the Indenture may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

 

  (1) reduce the amount of Notes whose holders must consent to an amendment;

 

  (2) reduce the rate of or extend the time for payment of interest on any Note;

 

  (3) reduce the principal of or extend the Stated Maturity of any Note;

 

  (4) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under “—Optional Redemption;”

 

  (5) make any Note payable in money other than that stated in the Note;

 

  (6) impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

 

  (7) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions;

 

  (8) make any change in the ranking or priority of any Note or Guaranty that would adversely affect the noteholders; or

 

  (9) voluntarily release a Subsidiary Guarantor other than in accordance with the Indenture.

Notwithstanding the preceding, without the consent of any holder of the Notes, the Issuer, Parent, the Subsidiary Guarantors and Trustee may amend the Indenture:

 

  (1) to cure any ambiguity, omission, defect or inconsistency;

 

  (2) to provide for the assumption by a successor corporation of the obligations of the Issuer, Parent or any Subsidiary Guarantor under the Indenture;

 

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  (3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

 

  (4) to add guarantees with respect to the Notes, including any Subsidiary Guaranties, or to secure the Notes;

 

  (5) to add to the covenants of the Issuer, Parent or any Subsidiary Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Issuer, Parent or any Subsidiary Guarantor;

 

  (6) to make any change that does not materially adversely affect the rights of any holder of the Notes;

 

  (7) to comply with any requirement of the SEC in connection with any required qualification of the Indenture under the Trust Indenture Act;

 

  (8) to conform the text of the Indenture, Guaranties or the Notes to any provision of this “Description of the Notes” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Guaranties or the Notes as certified in an Officer’s Certificate delivered to the Trustee; or

 

  (9) to amend the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to transfer Notes.

Notwithstanding the foregoing, the lenders under the Credit Agreement have the right to consent to any amendment, supplement or other modification of the Indenture or any other change relating to the Notes that occurs after the Original Issue Date if such amendments, supplements or changes would have a material adverse effect on the Issuer’s ability to repay its obligations under the Credit Agreement.

The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, we are required to mail to holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

Neither the Issuer nor any Affiliate of the Issuer may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to all holders and is paid to all holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

Transfer

The Notes will be issued in registered form and will be transferable only upon the surrender of the Notes being transferred for registration of transfer. We may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Defeasance

At any time, we may terminate all our and each Guarantor’s obligations under the Notes, the Guaranties and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

 

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In addition, at any time we may terminate our obligations under “—Fundamental Change” and under the covenants described under “—Certain Covenants” (other than the covenant described under “—Merger and Consolidation”), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries and the judgment default provision described under “—Defaults” above and the limitations contained in clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above and our Guarantor’s obligations under the Guaranties and the Indenture (“covenant defeasance”).

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (5), (7), (8) (with respect only to Significant Subsidiaries) or (9) under “—Defaults” above or because of the failure of the Issuer to comply with clause (3) of the first paragraph under “—Certain Covenants—Merger and Consolidation” above. If we exercise our legal defeasance option or our covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guaranty.

In order to exercise either of our defeasance options, we must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable federal income tax law).

Concerning the Trustee

Wilmington Trust, National Association, (as successor by merger to Wilmington Trust FSB) is the Trustee under the Indenture. We have appointed Wilmington Trust National Association as Registrar and Paying Agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee is required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, member or stockholder or control person of the Issuer or any Subsidiary Guarantor has any liability for any obligations of the Issuer or any Subsidiary Guarantor under the

 

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Notes, any Guaranty or the 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 waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

The Indenture and the Notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the covenants described under “—Certain Covenants—Limitation on Restricted Payments,” “—Certain Covenants—Limitation on Affiliate Transactions” and “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Issuer or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof. Solely for purposes of the covenant described under “—Certain Covenants—Limitation on Affiliate Transactions” the term “Affiliate” shall be deemed to exclude Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada, or any subsidiary or affiliate thereof (collectively, “Fairfax”); provided however that Fairfax will be deemed to be an “Affiliate” of the Issuer for purposes of clause (1) under paragraph (a) of “—Certain Covenants—Limitation on Affiliate Transactions” and shall comply with the requirements set forth under such clause; provided further, however, that such requirements shall be deemed to have been satisfied in respect of any agreement as in effect on the Original Issue Date or any renewals, extension or amendments of any such agreements (so long as such renewals, extensions or amendments are not less favorable to the Issuer and its Restricted Subsidiaries) and the transactions evidenced thereby.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Issuer or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

 

  (1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary);

 

  (2) all or substantially all the assets of any division or line of business of the Issuer or any Restricted Subsidiary; or

 

  (3) any other assets of the Issuer or any Restricted Subsidiary outside of the ordinary course of business of the Issuer or such Restricted Subsidiary.

(other than, in the case of clauses (1), (2) and (3) above,

 

  (A) a disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;

 

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  (B) for purposes of the covenant described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, a disposition that constitutes a Restricted Payment permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or a Permitted Investment;

 

  (C) any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

 

  (D) a disposition of Temporary Cash Investments in the ordinary course of business;

 

  (E) the disposition of property or assets that are obsolete, damaged or worn out;

 

  (F) the lease or sublease of office space in the ordinary course of business;

 

  (G) the sale of interests or investments in real estate or related assets and related personal property by an Investment Subsidiary or Co-investment Vehicle; and

 

  (H) a disposition of assets with a fair market value of less than $2.5 million (a “de minimis disposition”);

provided, however, that a disposition of all or substantially all the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Fundamental Change” and/or the provisions described above under the caption “—Merger and Consolidation” and not by the provisions described above under the caption “—Limitation on Sales of Assets and Subsidiary Stock” covenant.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/ Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

 

  (1) the sum of the products of the number of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

 

  (2) the sum of all such payments.

“Bank Indebtedness” means all Obligations pursuant to the Credit Agreement.

“Board of Directors” means the Board of Directors of the Issuer or any committee thereof duly authorized to act on behalf of such Board.

“Business Day” means each day other than a Saturday, Sunday or a day on which commercial banking institutions are authorized or required by law to close in New York City.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of the covenant described under “—Certain Covenants—Limitation on Liens,” a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased. For the avoidance of doubt, Capital Lease Obligations will not include ground leases of real property entered into in the ordinary course of business of the Issuer or its Restricted Subsidiaries.

 

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“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, whether outstanding at the Original Issue Date or issued thereafter, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Code” means the Internal Revenue Code of 1986, as amended.

“Co-investment Vehicle” shall mean an entity (other than a Restricted Subsidiary) formed for the purpose of investing principally, directly or indirectly, in (i) real estate related assets (including Indebtedness secured by real estate or equity interests in entities, directly or indirectly, owning real estate or related assets) or (ii) unsecured loans that are part of a loan pool, more than 90% of the aggregate principal balance of which falls within the preceding clause (i).

“Common Stock” shall mean the Class A common stock of Parent.

“Consolidated Net Income” means, for any period, the net income or loss of the Issuer and its consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP after net income or loss attributable to the noncontrolling interests and before preferred stock dividends and accretion of issuance costs, plus depreciation and amortization of any real property (including furniture and equipment and other real estate assets); provided, however, that there shall be excluded

(a) the income of any such consolidated subsidiary to the extent that the declaration or payment of dividends or similar distributions by such consolidated subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such consolidated subsidiary,

(b) the net income or net loss of any Person, other than the Issuer or a Restricted Subsidiary, except that, subject to the exclusion contained in clause (h) below, the aggregate amount of cash actually distributed by such Person to the Issuer or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in clause

(a) above) shall be included in determining Consolidated Net Income,

(c) the income or loss of any person accrued prior to the date it becomes a consolidated subsidiary of the Issuer or is merged into or consolidated with the Issuer or any of its consolidated subsidiaries or the date that such person’s assets are acquired by the Issuer or any of its consolidated subsidiaries,

(d) any reduction for charges made in accordance with Financial Accounting Standard No. 141, 141R, 142 or 144 or any amendments or successors thereto,

(e) all extraordinary gains and extraordinary losses and any gains or losses attributable to sales of assets out of the ordinary course of business (for the avoidance of doubt, the sale of real estate and real estate related assets shall always be deemed to be in the ordinary course of business),

(f) any noncash compensation expense attributable to grants of stock options, restricted stock or similar rights to officers, directors and employees of Parent, the Issuer or any of its consolidated Subsidiaries,

(g) any net noncash gain or loss resulting in such period from Hedging Obligations incurred in the ordinary course of business and made in accordance with Financial Accounting Standard No. 815, and

(h) all gain or loss realized as a result of the cumulative effect of changes in accounting principles.

 

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provided further, however, that Consolidated Net Income for any period shall be increased (i) by cash received during such period by the Issuer or any of its consolidated subsidiaries in respect of commissions receivable (net of related commissions payable to brokers) on transactions that were completed by any acquired business prior to the acquisition of such business and which purchase accounting rules under GAAP would require to be recognized as an intangible asset purchased, (ii) increased, to the extent otherwise deducted in determining Consolidated Net Income for such period, by the amortization of intangibles relating to purchase accounting in connection with any acquisition permitted by the Indenture and (iii) increased (or decreased, as the case may be), in connection with the sale of real estate during such period, to eliminate the effect of purchase price allocations to such real estate resulting from the consummation of any acquisition permitted by the Indenture.

“Credit Agreement” means the Revolving Loan Agreement among the Issuer, as borrower, Parent and certain Subsidiaries of the Issuer, as guarantors, U.S. Bank National Association as the administrative agent and the lenders from time to time party thereto, together with the related documents thereto (including the term loans and revolving loans thereunder, any guarantees and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness, including an indenture, incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Revolving Loan Agreement or a successor Credit Agreement.

“Credit Facilities” means one or more debt facilities (including the Credit Agreement), commercial paper facilities, securities purchase agreement, indenture or similar agreement, in each case, with banks or other institutional lenders or investors providing for revolving loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables), letters of credit or the issuance of securities, including any related notes, guarantees, collateral documents, instruments and agreement executed in connection therewith, and, in each case, as amended, restated, replaced (whether upon or after termination or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement designed to protect such Person against fluctuations in currency values.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

 

  (1) matures (excluding any maturities as a result of an optional redemption by the issuer thereof) or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

 

  (2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

 

  (3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the first anniversary of the Stated Maturity of the Notes; provided, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy obligations as a result of such employee’s death or disability; provided further, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require

 

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such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale,” “change of control” or “termination of trading” occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if:

 

  (1) the “asset sale,” “change of control” or “termination of trading” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and “—Fundamental Change;” and

 

  (2) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

For the avoidance of doubt, the following shall not constitute Disqualified Stock:

(x) the Series A Preferred Stock and the Series B Preferred Stock outstanding on the Original Issue Date and

(y) future issuances of Capital Stock having terms substantially similar to those of the Series A Preferred Stock and the Series B Preferred Stock, provided that, the “change of control” or “termination of trading” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “—Fundamental Change;” and any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“Effective Tangible Net Worth” means as of any date of determination, stockholders’ equity of the Issuer and its Restricted Subsidiaries (excluding any amounts attributable to Disqualified Stock), less Intangible Assets.

“Equity Offering” means any primary offering of Capital Stock of Parent or the Issuer (other than Disqualified Stock) to Persons who are not Affiliates of Parent or the Issuer other than (1) public offerings with respect to the Parent’s Common Stock registered on Form S-8 and (2) issuances upon exercise of options by employees of the Parent or any of its Restricted Subsidiaries.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the debt securities of the Issuer issued pursuant to the Indenture in exchange for, and in an aggregate principal amount at maturity equal to, the Notes, in compliance with the terms of the Registration Rights Agreement.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, provided, however, that GAAP shall mean the generally accepted accounting principles in the United States of America as in effect as of the Original Issue Date in the event of a change in GAAP after the Original Issue Date that would have a material adverse or positive effect on the Issuer, including those set forth in:

 

  (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

 

  (2) statements and pronouncements of the Financial Accounting Standards Board;

 

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  (3) such other statements by such other entity as approved by a significant segment of the accounting profession; and

 

  (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

 

  (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership or other ownership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

 

  (2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, (ii) customary environmental indemnities and non-recourse carve-out guarantees requested by lenders in financing transactions secured by real property or (iii) completion and budget guarantees. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means Parent and/or a Subsidiary Guarantor.

“Guaranty” means the Parent Guaranty and/or a Subsidiary Guaranty.

“Guaranty Agreement” means the Indenture as of the Original Issue Date or any supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Guarantor guarantees the Issuer’s obligations with respect to the Notes on the terms provided for in the Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement, commodity price protection or hedging agreement or other similar agreements.

“holder” or “noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with “—Certain Covenants—Limitation on Indebtedness,” (1) amortization of debt discount or the accretion of principal with respect to a noninterest bearing or other discount security and (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

 

  (1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

 

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  (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;

 

  (3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

 

  (4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the 20th Business Day following payment on the letter of credit);

 

  (5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with the Indenture (but excluding, in each case, any accrued dividends) provided that, provisions relating to waterfall priority returns, carried interest and tax allocations included in partnership agreements, shareholder agreements, limited liability company operating agreements or other constitutive documents entered into in the ordinary course of business shall not constitute Preferred Stock of any Subsidiary of such Person;

 

  (6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

 

  (7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured; and

 

  (8) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Issuer or any Restricted Subsidiary of any business or real property, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or post-closing prorations or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter. Indebtedness of any Person shall include all Indebtedness of any partnership or other entity in which such Person is a general partner or other equity holder with unlimited liability other than (x) Indebtedness which is non-recourse to such Person and its assets (other than pursuant to Permitted Non-Recourse Carve-Out Guarantees) and (y) if such Person is an Investment Subsidiary, the indebtedness of a related Co-investment Vehicle.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that the principal amount of any noninterest bearing or other discount security at any date will be the principal amount thereof that would be shown on a balance sheet of such Person dated such date prepared in accordance with GAAP.

For purposes of calculating the Maximum Balance Sheet Leverage Ratio under paragraph (a) of the covenant described under “—Certain Covenants—Limitations on Indebtedness,” the term Indebtedness shall exclude Hedging Obligations of the Issuer and its Restricted Subsidiaries.

 

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“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Issuer.

“Initial Purchasers” means collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated.

“Intangible Assets” means as of any date of determination, intangible assets of Issuer and its Restricted Subsidiaries under GAAP.

“Interest Rate Agreement” means in respect of a Person any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement designed to protect such Person against fluctuations in interest rates.

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value. For the avoidance of doubt, leases to tenants in the ordinary course of business of the Issuer or any Restricted Subsidiary shall not be deemed to constitute “Investments”.

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments”:

 

  (1) “Investment” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

 

  (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors.

“Investment Subsidiary” shall mean (1) any Subsidiary engaged principally in the business of directly or indirectly buying, holding, transferring or selling real estate related assets, including securities of companies engaged principally in such business and Indebtedness secured by real estate or equity interests in entities directly or indirectly owning real estate or related assets, and (2) any Subsidiary engaged principally in the business of investment management, including investing in and/or managing Co-investment Vehicles.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). For the avoidance of doubt, the grant by any Person of a non-exclusive license to use intellectual property owned by, licensed to, or developed by such Person and such license activity shall not constitute a grant by such Person of a Lien on such intellectual property.

“Maximum Balance Sheet Leverage Ratio” means as of any date of determination with respect to the Issuer and its Restricted Subsidiaries, the ratio of total Indebtedness (excluding Non-Recourse Indebtedness) to Effective Tangible Net Worth, in each case as of the previous quarter end; provided, however, that:

 

  (1)

if the Issuer or any Restricted Subsidiary has issued any Indebtedness (including if the proceeds of such Indebtedness have been deposited in an escrow account (as described in the definition of “Refinancing

 

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  Indebtedness”)) since the previous quarter end that remains outstanding or if the transaction giving rise to the need to calculate the Maximum Balance Sheet Leverage Ratio is an issuance of Indebtedness, or both, the Maximum Balance Sheet Leverage Ratio shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been issued on the last day of the previous quarter, and

 

  (2) if the Issuer or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness (including any discharge of Indebtedness to occur upon release of such funds from any escrow account as referenced above) since the previous quarter end or if the transaction giving rise to the need to calculate Maximum Balance Sheet Leverage Ratio will include the repayment, repurchase, defeasance or discharge of Indebtedness, or both, the Maximum Balance Sheet Leverage Ratio shall be calculated after giving effect on a pro forma basis to the discharge of such Indebtedness, as if such discharge had occurred on the last day of the previous quarter,

For purposes of this definition, whenever pro forma effect is to be given to an issuance of Indebtedness or the discharge of Indebtedness, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Issuer and shall comply with the requirements of Rule 11-02 of Regulation S-X promulgated by the SEC.

Solely for purposes of calculating the Maximum Balance Sheet Leverage Ratio under paragraph (a) of the covenant described under “–Certain Covenants–Limitations on Indebtedness,” the term Indebtedness shall exclude Guarantees of Indebtedness of a Co-investment Vehicle or separate account or investment program managed, operated or sponsored by an Investment Subsidiary in an amount not to exceed $50.0 million in the aggregate at any time outstanding and Permitted Non-Recourse Carve-Out Guarantees.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

 

  (1) all legal, accounting, investment banking and brokerage fees, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

 

  (2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by applicable law, be repaid out of the proceeds from such Asset Disposition;

 

  (3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition; and

 

  (4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Issuer or any Restricted Subsidiary after such Asset Disposition.

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

 

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“Non-Material Subsidiaries” means all domestic Restricted Subsidiaries designated as Non-Material Subsidiaries by the Issuer; provided, that all such domestic Restricted Subsidiaries may not, in the aggregate at any time have assets (attributable to the Issuer and its domestic Restricted Subsidiaries equity interest in such entities) constituting more than 5% of the Issuer’s total assets on a consolidated basis based on the Issuer’s most recent internal financial statements.

“Non-Recourse Indebtedness” means Indebtedness (including any and all refinancings thereof that would meet the criteria set forth below) of an Investment Subsidiary; provided, however, that (1) such Indebtedness is incurred solely in relation to the permitted investment activities (including investments in Permitted Mortgage Investments) or real estate related activities of such Investment Subsidiary or a Co-investment Vehicle or a separate account or investment program managed, operated or sponsored by an Investment Subsidiary, and (2) such Indebtedness is not Guaranteed by, or otherwise recourse to the Issuer or any Restricted Subsidiary (other than pursuant to a Permitted Non-Recourse Carve-Out Guarantee) other than the Investment Subsidiary that is the borrower; provided, further that, if any such Indebtedness is partially Guaranteed by or otherwise recourse to the Issuer or any Restricted Subsidiary (other than pursuant to a Permitted Non-Recourse Carve-Out Guarantee and other than with respect to the Investment Subsidiary that is the borrower) and therefore does not meet the criteria set forth above, the portion of such Indebtedness that does meet the criteria set forth above shall be “Non-Recourse Indebtedness” hereunder.

“Obligations” means with respect to any Indebtedness all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Offering Memorandum” means the confidential Offering Memorandum dated April 7, 2011, pursuant to which the Notes were offered to investors.

“Officer” means the chairman of the board of directors, the chief executive officer, the president, the chief financial officer, any executive vice president, senior vice president or vice president, the treasurer or any assistant treasurer or the secretary or any assistant secretary of Parent or the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of Parent or the Issuer, as the case may be, by an Officer of Parent or the Issuer, respectively.

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to Parent or the Issuer, satisfactory to the Trustee.

“Original Issue Date” means April 5, 2011.

“Parent” means Kennedy-Wilson Holdings, Inc., a Delaware corporation, and its successors.

“Parent Guaranty” means the Guarantee by Parent of the Issuer’s obligations with respect to the Notes contained in the Indenture.

“Permitted Co-investment” means any Investment by the Issuer or any of its Restricted Subsidiaries in, or any Guarantee by the Issuer or any of its Restricted Subsidiaries of the Indebtedness of, a Co-investment Vehicle or separate account or investment program managed, operated or sponsored by an Investment Subsidiary; provided, however, that if, and only if such Investment or Guarantee (other than a Permitted Non-Recourse Carve-Out Guarantee), as applicable, is in an amount greater than $10.0 million, then (i) such Investment shall not be greater than 25% of the aggregate commitment (including both committed equity and Indebtedness) of such Co-investment Vehicle or separate account or investment program and (ii) such Guarantee (other than a Permitted Non-Recourse Carve-Out Guarantee) shall not be greater than 25% of the aggregate committed Indebtedness of such Co-investment Vehicle or separate account or investment program; provided further, however, that the total amount of such Guarantees (other than Permitted Non-Recourse Carve-Out Guarantees) shall not exceed $50.0 million in the aggregate at any time outstanding.

 

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“Permitted Holders” means (1) William J. McMorrow, (2) any per Person both the Capital Stock and Voting Stock of which (or in the case of a trust, the beneficial interests of which) are majority owned by William J. McMorrow or a family member of William J. McMorrow, and (3) any family member of William J. McMorrow, or the estate or heirs of William J. McMorrow or any of his family members.

“Permitted Investment” means an Investment by the Issuer or any Restricted Subsidiary in:

 

  (1) the Issuer, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that (A) the primary business of such Restricted Subsidiary is a Related Business and (B) such Restricted Subsidiary is not restricted from making dividends or similar distributions by contract, operation of law or otherwise, other than restrictions on dividends or distributions permitted pursuant to the covenant described under “—Certain Covenants—Limitation on Restrictions on Distributions from Restricted Subsidiaries;”

 

  (2) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Issuer or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business;

 

  (3) Investments made by Parent or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Disposition made in compliance with the covenant described above under “—Certain Covenants—Limitations on Sales of Assets and Subsidiary Stock” or from any other disposition or transfer of assets not constituting an Asset Disposition;

 

  (4) Investments represented by guarantees that are otherwise permitted by the Indenture;

 

  (5) cash and Temporary Cash Investments;

 

  (6) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

 

  (7) payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

 

  (8) loans or advances to employees or independent contractors made in the ordinary course of business of the Issuer or such Restricted Subsidiary;

 

  (9) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments;

 

  (10) any Person where such Investment was acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

 

  (11) Hedging Obligations entered into in the ordinary course of the Issuer’s or any Restricted Subsidiary’s business and not for the purpose of speculation;

 

  (12) any Person to the extent such Investment exists on the Original Issue Date or replaces or refinances an Investment in such Person existing on the Original Issue Date in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and conditions no less favorable than the Investment being renewed or replaced;

 

  (13) Investments in insurance on the life of any participant in any deferred compensation plan of the Issuer made in the ordinary course of business;

 

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  (14) Permitted Co-investments; Permitted Non-Recourse Carve-Out Guarantees; Permitted Mortgage Investments and Capital Stock of any Qualified REIT; and

 

  (15) so long as no Default shall have occurred and be continuing (or result therefrom), any Person in an aggregate amount which, when added together with the amount of all the Investments made pursuant to this clause (15) which at such time have not been repaid through repayments of loans or advances or other transfers of assets, does not exceed $20.0 million at any time outstanding (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means, with respect to any Person:

 

  (1) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts, including deposits under agreements that provide that such deposit constitutes liquidated damages upon breach of such agreement (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

 

  (2) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s and repairmen’s Liens and other similar Liens, in each case for sums not yet due and payable or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Issuer or any Restricted Subsidiary to provide collateral to the depository institution;

 

  (3) Liens for taxes, fees, assessments or other governmental charges not yet subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

 

  (4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

 

  (5) Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations and Attributable Debt), statutory obligations, appeal bonds, performance bonds, mechanic’s lien release bonds and other obligations of a like nature, in each case in the ordinary course of business;

 

  (6) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or conditions, covenants and restrictions, deed restrictions, zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

 

  (7)

Liens securing Indebtedness (including Capital Lease Obligations and Attributable Debt) Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property (real or personal, tangible or intangible), plant or equipment of such Person; provided, however, that the

 

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  Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

 

  (8) Liens arising out of judgments or awards in respect of which the Issuer or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $10.0 million at any time outstanding;

 

  (9) Liens existing on the Original Issue Date (other than the Liens securing Indebtedness pursuant to any Credit Facility);

 

  (10) Liens on property (real or personal, tangible or intangible) or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

 

  (11) Liens on property at the time such Person or any of its Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

 

  (12) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Subsidiary of such Person;

 

  (13) Liens securing Hedging Obligations so long as such Hedging Obligations relate to Indebtedness that is, and is permitted to be under the Indenture, secured by a Lien on the same properly securing such Hedging Obligations;

 

  (14) (A) Liens securing Senior Indebtedness Incurred in compliance with the covenant described under “—Certain Covenants—Limitations on Indebtedness” in an aggregate amount not to exceed the amount of Indebtedness Incurred under clause (b)(1) of such covenant and then outstanding, and (B) Liens on Senior Indebtedness securing any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by Liens permitted by this clause (14);

 

  (15) Liens on specific items of inventory or other goods of such Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person solely to facilitate the purchase, shipment or storage of such inventory or other goods;

 

  (16) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution: provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Issuer or any Subsidiary of the Issuer in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System of the United Slates and (B) such deposit account is not intended by the Issuer or any Subsidiary to provide collateral to such depository institution;

 

  (17) Liens securing Non-Recourse Indebtedness or guarantees thereof (and Refinancings of any of the foregoing) on assets or Capital Stock of Restricted Subsidiaries formed solely for the purpose of, and which engage in no business other than the business of, making Permitted Co-investments;

 

  (18) Liens encumbering the assets of or secured by Permitted Mortgage Investments or Co-investment Vehicles;

 

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  (19) Liens securing Indebtedness which, taken together with all other Indebtedness secured by Liens (excluding Liens permitted by clauses (1) through (18) above or clause (20) below) at the time of determination, does not exceed $25.0 million; and

 

  (20) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (7), (9), (10) or (11); provided, however, that:

 

  (A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such properly or proceeds or distributions thereof); and

 

  (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (7), (9), (10) or (11) at the time the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement.

“Permitted Mortgage Investment” means any Investment in secured notes, mortgages, deeds of trust, collateralized mortgage obligations, commercial mortgage-backed securities, other secured debt securities, secured debt derivatives or other secured debt instruments, so long as such Investment does not individually exceed $10.0 million and relates directly or indirectly to real property that constitutes or is used as land, office, multifamily, residential, industrial, retail, hotel or mixed-use property.

“Permitted Non-Recourse Carve-Out Guarantees” means customary completion or budget guarantees, indemnities or other customary guarantees provided to lenders (including by means of separate indemnification agreements or carve-out guarantees) provided in the ordinary course of business and consistent with past practice by the Issuer or a Restricted Subsidiary in financing transactions that are directly or indirectly secured by real property or other related assets (including Capital Stock) of a Restricted Subsidiary (including an Investment Subsidiary), Co-Investment Vehicle, joint venture, Unrestricted Subsidiary or a separate account or investment program managed, operated or sponsored by an Investment Subsidiary and that may be full or partial recourse or non-recourse to the Restricted Subsidiary (including an Investment Subsidiary), Co-Investment Vehicle, joint venture, Unrestricted Subsidiary or separate account or investment program managed, operated or sponsored by an Investment Subsidiary, in each case that is the borrower in such financing, but is non-recourse to Issuer or any other Restricted Subsidiary except for such customary completion or budget guarantees, indemnities or other customary guarantees (including by means of separate indemnification agreements or carve-out guarantees).

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Qualified REIT” means a REIT or its operating partnership subsidiary into which Parent, the Issuer or its Restricted Subsidiaries contribute direct or indirect interests in real estate and related assets in exchange for the Capital Stock of the REIT or its operating partnership subsidiary.

“Rating Agencies” means each of S&P and Moody’s or any successor to the respective rating agency business thereof; provided that if either of S&P or Moody’s ceases to provide rating services to issuers or investors, the Issuer may select (as certified by a resolution of the Board of Directors) a “nationally recognized

 

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statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a replacement agency for either S&P or Moody’s, as the case may be.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Issuer or any Restricted Subsidiary existing on the Original Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

 

  (1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

 

  (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

 

  (3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and

 

  (4) if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Restricted Subsidiary that Refinances Indebtedness of the Issuer or (B) Indebtedness of the Issuer or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary; and provided further, however, that to the extent any new Indebtedness to be applied to Refinance any Indebtedness of the Issuer or its Restricted Subsidiaries

 

  •  

(x) is incurred in compliance with clauses (1), (2), (3) and (4) above and with the covenant described under “—Certain Covenants—Limitations on Indebtedness,”

 

  •  

(y) the net proceeds of which are deposited into an escrow account at a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) to be held in escrow for a period of not more than 90 days from the date of receipt of such net proceeds, and

 

  •  

(z) are to be held in such escrow account (together with any additional necessary funds) for the satisfaction and discharge, defeasance or other extinguishment of the Indebtedness to be Refinanced in connection with its Stated Maturity or in connection with an irrevocable notice of redemption,

then such new Indebtedness shall be deemed to be “Refinancing Indebtedness” for the purposes of this definition, notwithstanding that such old Indebtedness remains outstanding pending release of such funds from escrow.

“Registration Rights Agreements” means (i) the Registration Rights Agreement dated April 5, 2011, among the Issuer, Parent, the Subsidiary Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. Incorporated; and (ii) the Registration Rights Agreement dated April 12, 2011, among the Issuer, Parent, the Subsidiary Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 

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“Related Business” means any business in which the Issuer was engaged on the Original Issue Date and any business related, ancillary or complementary to any business of the Issuer in which the Issuer was engaged on the Original Issue Date.

“Replacement Assets” means (1) any property or other assets (other than Indebtedness and Capital Stock) used or useful in a Related Business, (2) substantially all the assets of a Related Business or a majority of the Voting Stock of any Person engaged in a Related Business that will become on the date of acquisition thereof a Restricted Subsidiary, (3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary that is engaged in a Related Business, (4) any Permitted Co-investment, or (5) Capital Stock of any Qualified REIT.

“Restricted Payment” with respect to any Person means:

 

  (1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and dividends or distributions payable solely to the Issuer or a Restricted Subsidiary, and other than dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary in accordance with its organizational documents to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

 

  (2) the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Issuer held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Issuer (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Issuer that is not Disqualified Stock);

 

  (3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of such Person, if such Person is the Issuer or a Subsidiary Guarantor (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition); or

 

  (4) the making of any Investment (other than a Permitted Investment) in any Person.

“Restricted Subsidiary” means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Issuer or a Restricted Subsidiary on the Original Issue Date or thereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer of a Restricted Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Indebtedness” means with respect to any Person:

 

  (1) Indebtedness of such Person, whether outstanding on the Original Issue Date or thereafter Incurred; and

 

  (2)

accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in

 

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  such proceeding) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable

unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate in right of payment to the Notes or the Guaranty of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

 

  (1) any obligation of such Person to any Subsidiary;

 

  (2) any liability for Federal, state, local or other taxes owed or owing by such Person;

 

  (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

 

  (4) any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of such Person;

 

  (5) any Capital Stock; or

 

  (6) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture; provided, however, that such Indebtedness shall be deemed not to have been Incurred in violation of the Indenture for purposes of this clause (6) if (x) the holders of such Indebtedness or their representative or the Issuer shall have furnished to the Trustee an opinion of recognized independent legal counsel, unqualified in all material respects, addressed to the Trustee (which legal counsel may, as to matters of fact, rely upon an Officer’s Certificate) to the effect that the Incurrence of such Indebtedness does not violate the provisions of the Indenture or (y) such Indebtedness consists of Bank Indebtedness, and the holders of such Indebtedness or their agent or representative (1) had no actual knowledge at the time of the Incurrence that the Incurrence of such Indebtedness violated the Indenture and (2) shall have received an Officer’s Certificate to the effect that the Incurrence of such Indebtedness does not violate the provisions of the Indenture.

“Series A Preferred Stock” means the Parent’s 6.00% Series A Preferred Stock.

“Series B Preferred Stock” means the Parent’s 6.452% Series B Preferred Stock.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Debentures” means the Issuer’s junior subordinated debentures due 2037, outstanding on the Original Issue Date.

“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Original Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect.

 

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“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

 

  (1) such Person;

 

  (2) such Person and one or more Subsidiaries of such Person; or

 

  (3) one or more Subsidiaries of such Person,

and the accounts of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if such statements were prepared as of such date.

“Subsidiary Guarantor” means each Subsidiary of the Issuer that executed the Indenture as a guarantor on the Original Issue Date and each other Subsidiary of the Issuer that thereafter guarantees the Notes pursuant to the terms of the Indenture. The following Subsidiaries of the Issuer will execute the Indenture as Guarantors on the Original Issue Date: Kennedy-Wilson Holdings, Inc., a Delaware corporation; Kennedy-Wilson Properties, Ltd., a Delaware corporation; Kennedy-Wilson Property Services, Inc., a Delaware corporation; Kennedy-Wilson Property Services II, Inc., a Delaware corporation; Kennedy Wilson Property Services III, L.P., a Delaware limited partnership; Kennedy-Wilson Property Equity, Inc., a Delaware corporation; Kennedy-Wilson Property Equity II, 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 Special Equity III, LLC, a Delaware limited liability company; K-W Properties, a California corporation; Kennedy Wilson Property Services III GP, LLC, a Delaware limited liability company; KW BASGF II Manager, LLC, a Delaware limited liability company; KWF Investors I, LLC, a Delaware limited liability company; KWF Investors II, LLC, a Delaware limited liability company; KWF Investors III, 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 Overseas Investments, Inc., a Delaware corporation; Fairways 340 Corp., a Delaware corporation; KW ¬Richmond, LLC, a Delaware limited liability company; Pacifica West Coast Partners, LLC, a California limited liability company; SG KW Venture I Manager LLC, a Delaware limited liability company; KW Loan Partners I LLC, a Delaware limited liability company; KW Loan Partners II LLC, a California limited liability company; KW Sunrise Carlsbad, LLC, a Delaware limited liability company; Sunrise Property Associates, LLC, a Delaware limited liability company; KW Summer House Manager, LLC, a Delaware limited liability company; KW Mill Creek Property Manager, LLC, a California limited liability company; KW Montclair, LLC, a Delaware limited liability company; KW Blossom Hill Manager, LLC, a Delaware limited liability company; KW Serenade Manager, LLC, a Delaware limited liability company; K-W Santiago Inc., a California corporation; KW Anaheim Land Partners LLC, a Delaware limited liability company; KW Redmond Manager, LLC, a Delaware limited liability company; Dillingham Ranch Aina LLC, a Delaware limited liability company; 68-540 Farrington, LLC, a Delaware limited liability company; KW Dillingham Aina LLC, a Delaware limited liability company; Kennedy Wilson Fund Management Group, LLC, a California limited liability company; Kennedy-Wilson International, a California corporation; Kennedy-Wilson Tech, Ltd., a California corporation; KW Multi-Family Management Group, LLC, a California limited liability company; KWP Financial I, a California corporation; Kennedy-Wilson Properties, LTD., an Illinois corporation; and Kennedy Wilson Auction Group Inc., a California corporation.

“Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Issuer’s obligations with respect to the Notes.

“Temporary Cash Investments” means any of the following:

 

  (1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;

 

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  (2) investments in time deposit accounts, bankers’ acceptances, certificates of deposit and money market deposits maturing within one year of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker-dealer or mutual fund distributor;

 

  (3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above and clauses (4) and (5) below entered into with a bank meeting the qualifications described in clause (2) above;

 

  (4) investments in commercial paper, maturing not more than one year from the date of creation thereof, issued by a corporation (other than an Affiliate of the Issuer) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; and

 

  (5) investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s.

“Unrestricted Subsidiary” means:

 

  (1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

 

  (2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under “—Certain Covenants— Limitation on Restricted Payments.”

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Issuer could Incur $1.00 of additional Indebtedness under paragraph (a) of the covenant described under “—Certain Covenants—Limitation on Indebtedness” (irrespective of whether that covenant remains in effect) and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

 

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Except as described under “—Certain Covenants—Limitation on Indebtedness,” whenever it is necessary to determine whether the Issuer has complied with any covenant in the Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Issuer or one or more Wholly Owned Subsidiaries.

Book-Entry, Delivery and Form

The exchange notes will be issued in registered, global form (the “Global Notes”) in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchaser), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

 

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DTC has also advised us that, pursuant to procedures established by it:

 

  (1) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Initial Purchasers with portions of the principal amount of the Global Notes; and

 

  (2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositories, which are Euroclear Bank S.A. /N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or holders thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, none of the Issuer, the Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:

 

  (1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

 

  (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

 

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Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf of delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Issuer that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Issuer, the Trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

 

  (1) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes and DTC fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

 

  (2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

 

  (3) there has occurred and is continuing a Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes under prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture).

 

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Same Day Settlement and Payment

The Issuer will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. The Issuer will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The Notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuer that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

 

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material United States federal income tax considerations relevant to the exchange of the outstanding notes for exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Code, United States Treasury regulations issued thereunder, Internal Revenue Service (“IRS”) rulings and pronouncements, and judicial decisions, all as of the date hereof and all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion, and there can be no assurance that the IRS will agree with such statements and conclusions.

This discussion does not address all of the United States federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances or to holders subject to special rules, including, without limitation:

 

  •  

banks, insurance companies and other financial institutions;

 

  •  

United States expatriates and certain former citizens or long-term residents of the United States;

 

  •  

holders subject to the alternative minimum tax;

 

  •  

dealers in securities;

 

  •  

traders in securities;

 

  •  

partnerships, S corporations or other pass-through entities;

 

  •  

real estate investment trusts or regulated investment companies;

 

  •  

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

 

  •  

tax-exempt organizations;

 

  •  

persons holding the notes as part of a “straddle,” “conversion transaction” or other risk reduction transaction; and

 

  •  

persons deemed to sell the notes under the constructive sale provisions of the Code.

Holders of notes should consult their tax advisors with regard to the application of the tax consequences discussed below to their particular situations as well as the application of any state, local, foreign or other tax laws, including gift and estate tax laws, and any tax treaties.

Exchange Pursuant to the Exchange Offer

The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as an “exchange” for U.S. federal income tax purposes because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes exchanged therefor and the same tax consequences to holders as the exchange notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

 

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 180 days after the day the registered exchange offer expires, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may request in the letter of transmittal.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the outstanding notes, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

 

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LEGAL MATTERS

Certain matters will be passed on for us by Kulik, Gottesman, Mouton & Siegel LLP, Los Angeles, California. The validity of the exchange notes and the related guarantees offered hereby will be passed upon for us by Latham & Watkins LLP, Los Angeles, California.

EXPERTS

The consolidated financial statements of Kennedy-Wilson Holdings, Inc. and the related financial statement schedule as of December 31, 2010 and 2009, and for each of the years in the three-year period ended December 31, 2010, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 have been included herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, and, with respect to the 2009 financial statements of KW Residential LLC, Grant Thornton Taiyo ASG, independent registered accounting firm, whose reports appear in our Annual Report on Form 10-K for the year ended December 31, 2010, and are incorporated by reference herein, and upon the authority of said firms as experts in accounting and auditing.

The consolidated balance sheet of KW Residential LLC and subsidiaries, as of December 31, 2010, and the related consolidated statements of operations and comprehensive income, members’ equity and cash flows for the year then ended, have been incorporated by reference herein in reliance upon the report of KPMG AZSA LLC, independent registered public accounting firm, whose report appears in our Annual Report on Form 10-K for the period ended December 31, 2010, and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated balance sheet of KW Residential LLC and subsidiaries, as of December 31, 2009, and the related consolidated statements of operations and comprehensive income, members’ equity and cash flows for each of the two years in the period ended December 31, 2009, have been incorporated by reference herein in reliance upon the report of Grant Thornton Taiyo ASG, independent registered public accounting firm, whose report appears in our Annual Report on Form 10-K for the period ended December 31, 2010, and is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The combined statements of financial condition of KW Property Fund III, L.P. and KW Property Fund III (QP-A), L.P. including the combined schedules of investments as of December 31, 2010 and 2009, and the related combined statements of operations, partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2010, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, whose reports appear in our Annual Report on Form 10-K for the year ended December 31, 2010, and are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The combined balance sheet of KW/WDC Portfolio Member LLC and subsidiaries and One Carlsbad as of December 31, 2010, and the related combined statements of operations, equity, and cash flows for the year ended December 31, 2010 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, whose reports appear in our Annual Report on Form 10-K for the year ended December 31, 2010, and are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

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The historical summaries of gross income and direct operating expenses of 303-333 Hegenberger for the years ended December 31, 2010, 2009, and 2008 and the historical summary of gross income and direct operating expenses of 9320 Telstar Avenue for the year ended December 31, 2010 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, whose reports appear in our Current Report on Form 8-K, dated October 3, 2011, and are incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. KPMG LLP’s reports refer to the fact that the historical summaries of gross income and direct operating expenses of 303-333 Hegenberger and the historical summary of gross income and direct operating expenses of 9320 Telstar Avenue were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of gross income and direct operating expenses.

 

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INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

 

KENNEDY-WILSON HOLDINGS, INC. CONSOLIDATED FINANCIAL STATEMENTS

   

Consolidated Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010

      F-2   

Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and six months ended June 30, 2011 (unaudited) and 2010 (unaudited)

      F-3   

Consolidated Statement of Equity as of June 30, 2011 (unaudited)

      F-4   

Consolidated Statements of Cash Flows for the six months ended June  30, 2011 (unaudited) and 2010 (unaudited)

      F-5   

Notes to Consolidated Financial Statements (unaudited)

     F-8   

KENNEDY-WILSON HOLDINGS, INC. CONSOLIDATED FINANCIAL STATEMENTS

   

Report of Independent Registered Public Accounting Firm

      F-19   

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

      F-20   

Consolidated Balance Sheets as of December 31, 2010 and 2009

      F-21   

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December  31, 2010, 2009 and 2008

      F-22   

Consolidated Statement of Equity as of December 31, 2008, 2009 and 2010

      F-23   

Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008

      F-25   

Notes to Consolidated Financial Statements

      F-28   

Schedule III – Real Estate and Accumulated Depreciation

      F-57   

 

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Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

 

     June 30,
2011		     December 31,
2010		  
     (unaudited)        

Assets

     

Cash and cash equivalents

    $ 191,218,000      $ 46,968,000   

Accounts receivable

      2,424,000        2,097,000   

Accounts receivable—related parties

      6,908,000        7,062,000   

Notes receivable

      11,190,000        20,264,000   

Notes receivable—related parties

      8,680,000        3,837,000   

Real estate, net

      115,443,000        82,701,000   

Investments in joint ventures ($44,421,000 and $34,687,000 carried at fair value as of June 30, 2011 and December 31, 2010)

      334,091,000        266,886,000   

Loan pool participations

      28,262,000        25,218,000   

Other assets

      18,821,000        8,850,000   

Goodwill

      23,965,000        23,965,000   
  

 

 

    

 

 

  

Total assets

    $ 741,002,000      $ 487,848,000   
  

 

 

    

 

 

  

Liabilities and equity

     

Liabilities

     

Accounts payable

    $ 871,000      $ 1,504,000   

Accrued expenses and other liabilities

      18,520,000        9,064,000   

Accrued salaries and benefits

      3,959,000        10,721,000   

Accrued and deferred tax liability

      26,773,000        25,871,000   

Senior notes payable

      249,357,000        —     

Notes payable

      —          24,783,000   

Borrowings under line of credit

      —          27,750,000   

Mortgage loans payable

      38,217,000        35,249,000   

Junior subordinated debentures

      40,000,000        40,000,000   
  

 

 

    

 

 

  

Total liabilities

    $ 377,697,000      $ 174,942,000   
  

 

 

    

 

 

  

Equity

     

Cumulative preferred stock, $0.0001 par value: 1,000,000 shares authorized $1,000 per share liquidation preference, 6.00% Series A, 100,000 shares issued as of June 30, 2011 and December 31, 2010, mandatorily convertible on May 19, 2015

      —          —     

6.46% Series B, 32,550 shares issued as of June 30, 2011 and December 31, 2010, mandatorily convertible on November 3, 2018

      —          —     

Common stock, $0.0001 par value: 125,000,000 shares authorized, 46,089,646 and 41,177,658 shares issued and 44,974,706 and 40,179,906 shares outstanding as of June 30, 2011 and December 31, 2010, respectively

      5,000        4,000   

Additional paid-in capital

      337,803,000        284,669,000   

Retained earnings

      12,561,000        17,777,000   

Accumulated other comprehensive income

      9,250,000        9,043,000   

Common stock held in treasury, at cost, $0.0001 par value, 1,114,940 and 1,111,690 held at June 30, 2011 and December 31, 2010, respectively

      (11,337,000 )      (11,301,000 ) 
  

 

 

    

 

 

  

Total Kennedy-Wilson Holdings, Inc. shareholders’ equity

    $ 348,282,000      $ 300,192,000   
  

 

 

    

 

 

  

Noncontrolling interests

      15,023,000        12,714,000   

Total equity

      363,305,000        312,906,000   
  

 

 

    

 

 

  

Total liabilities and equity

    $ 741,002,000      $ 487,848,000   
  

 

 

    

 

 

  

See accompanying notes to consolidated financial statements.

 

F-2

Table of Contents

Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive (Loss) Income

(unaudited)

 

     Three months ended June 30,     Six months ended June 30,  
     2011     2010     2011     2010  

Revenue

         

Management and leasing fees

    $ 2,346,000      $ 2,088,000      $ 4,795,000      $ 4,213,000   

Management and leasing fees — related party

      2,600,000        3,478,000        5,162,000        5,760,000   

Commissions

      1,962,000        998,000        3,513,000        2,380,000   

Commissions—related party

      647,000        1,854,000        1,657,000        2,285,000   

Sale of real estate

      —          —          417,000        3,937,000   

Rental and other income

      955,000        628,000        1,693,000        1,297,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total revenue

    $ 8,510,000      $ 9,046,000      $ 17,237,000      $ 19,872,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Operating expenses

         

Commission and marketing expenses

      736,000        998,000        1,373,000        1,769,000   

Compensation and related expenses

      8,257,000        7,884,000        16,089,000        16,986,000   

Cost of real estate sold

      —          —          397,000        2,714,000   

General and administrative

      3,040,000        3,048,000        5,853,000        4,806,000   

Depreciation and amortization

      463,000        296,000        897,000        581,000   

Rental operating expenses

      642,000        283,000        1,053,000        524,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total operating expenses

    $ 13,138,000      $ 12,509,000      $ 25,662,000      $ 27,380,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Equity in joint venture income (loss)

      2,551,000        (686,000 )      7,807,000        (29,000 ) 

Interest income from loan pool participations and notes receivable

      2,241,000        3,090,000        4,787,000        3,741,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Operating income (loss)

      164,000        (1,059,000 )      4,169,000        (3,796,000 ) 

Non-operating income (expense)

         

Interest income

      152,000        52,000        190,000        115,000   

Interest income — related party

      249,000        168,000        477,000        386,000   

Remeasurement gain

      6,348,000        2,108,000        6,348,000        2,108,000   

Gain on extinguishment of debt

      —          16,670,000        —          16,670,000   

Interest expense

      (6,228,000 )      (2,180,000 )      (7,757,000 )      (4,294,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Income before provision for income taxes

      685,000        15,759,000        3,427,000        11,189,000   

Provision for income taxes

      (172,000 )      (5,950,000 )      (835,000 )      (3,952,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net income

      513,000        9,809,000        2,592,000        7,237,000   

Net income attributable to the noncontrolling interests

      (299,000 )      (591,000 )      (1,337,000 )      (1,159,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net income attributable to Kennedy-Wilson Holdings, Inc.

      214,000        9,218,000        1,255,000        6,078,000   

Preferred dividends and accretion of preferred stock issuance costs

      (2,636,000 )      (720,000 )      (4,672,000 )      (720,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders

      (2,422,000 )      8,498,000        (3,417,000 )      5,358,000   

Other comprehensive income, net of tax

      1,094,000        2,382,000        207,000        2,186,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total comprehensive (loss) income

    $ (1,328,000 )    $ 10,880,000      $ (3,210,000 )    $ 7,544,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Basic (loss) income per share

         

Basic (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders

    $ (0.06 )    $ 0.22      $ (0.09 )    $ 0.14   
  

 

 

    

 

 

    

 

 

    

 

 

  

Weighted average number of common shares outstanding

      39,118,313        39,194,046        39,015,395        39,165,380   
  

 

 

    

 

 

    

 

 

    

 

 

  

Diluted (loss) income per share

         

Diluted (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders

    $ (0.06 )    $ 0.20      $ (0.09 )    $ 0.14   
  

 

 

    

 

 

    

 

 

    

 

 

  

Weighted average number of common shares outstanding

      39,118,313        43,434,991        39,015,395        39,165,380   
  

 

 

    

 

 

    

 

 

    

 

 

  

Dividends declared per common share

    $ 0.04      $ —        $ 0.04      $ —     
  

 

 

    

 

 

    

 

 

    

 

 

  

See accompanying notes to consolidated financial statements.

 

F-3

Table of Contents

Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Statement of Equity

(unaudited)

 

    Preferred Stock     Common Stock                                      
    Shares     Amount     Shares     Amount     Additional
Paid-in Capital		     Retained
Earnings		     Accumulated
Other
Comprehensive
Income		     Treasury
Stock		     Non-controlling
Interestes		     Total  

Balance at December 31, 2010

     132,550      $ —          40,179,906      $ 4,000      $ 284,669,000      $ 17,777,000      $ 9,043,000        (11,301,000 )      12,714,000      $ 312,906,000   

Issuance of 4,800,000 shares of common stock

     —          —          4,800,000        1,000        51,959,000        —          —          —          —          51,960,000   

Repurchase of 3,250 common shares

     —          —          (3,250 )      —          —          —          —          (36,000 )      —          (36,000 ) 

Repurchase of 750,000 warrants

     —          —          —          —          (1,312,000 )      —          —          —          —          (1,312,000 ) 

Stock-based compensation

     —          —          —          —          2,465,000        —          —          —          —          2,465,000   

Common stock issued under 2009 Equity Participation Plan net of 4,950 shares forfeited

     —          —          (1,950 )      —          —          —          —          —          —          —     

Other comprehensive income:

     —          —          —          —          —          —          —          —          —          —     

Foreign currency translation gain, net of tax of $375,000

     —          —          —          —          —          —          550,000        —          —          550,000   

Forward foreign currency loss, net of tax of $215,000

     —          —          —          —          —          —          (343,000 )      —          —          (343,000 ) 

Preferred stock dividends

     —          —          —          —          —          (4,650,000 )      —          —          —          (4,650,000 ) 

Common stock dividends

     —          —          —          —          —          (1,799,000 )      —          —          —          (1,799,000 ) 

Accretion of preferred stock issuance costs

     —          —          —          —          22,000        (22,000 )      —          —          —          —     

Net income

     —          —          —          —          —          1,255,000        —          —          1,337,000        2,592,000   

Contributions from noncontrolling interests

     —          —          —          —          —          —          —          —          1,488,000        1,488,000   

Distributions to noncontrolling interests

     —          —          —          —          —          —          —          —          (516,000 )      (516,000 ) 

Balance at June 30, 2011

     132,550      $ —          44,974,706      $ 5,000      $ 337,803,000      $ 12,561,000      $ 9,250,000      $ (11,337,00 )    $ 15,023,000      $ 363,305,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

See accompanying notes to consolidated financial statements.

 

F-4

Table of Contents

Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

 

     Six months ended June 30,  
     2011     2010  

Cash flows from operating activities:

     

Net income

    $ 2,592,000      $ 7,237,000   

Adjustments to reconcile net income to net cash used in operating activities:

     

Gain from sale of real estate

      (20,000 )      (1,223,000 ) 

Gain on extinguishment of debt

      —          (16,670,000 ) 

Remeasurement gain

      (6,348,000 )      (2,108,000 ) 

Depreciation and amortization

      897,000        581,000   

Provision for deferred income taxes

      742,000        (494,000 ) 

Amortization of deferred loan costs

      299,000        120,000   

Amortization of beneficial conversion of convertible subordinated debt

      —          144,000   

Amortization of discount and accretion of premium on issuance of the senior notes payable

      13,000        —     

Equity in joint venture income

      (7,807,000 )      29,000   

Accretion of interest income on loan pool participations and notes receivable

      (4,787,000 )      (3,741,000 ) 

Stock based compensation

      2,465,000        3,921,000   

Change in assets and liabilities:

     

Accounts receivable

      (283,000 )      (607,000 ) 

Accounts receivable—related parties

      154,000        (2,224,000 ) 

Income tax receivable

      —          4,461,000   

Operating distributions from joint ventures

      2,545,000        4,066,000   

Operating distributions from loan pool participation

      835,000        —     

Other assets

      (3,357,000 )      1,556,000   

Accounts payable

      (720,000 )      (437,000 ) 

Accrued expenses and other liabilities

      6,666,000 )      (653,000 ) 

Accrued salaries and benefits

      (6,762,000 )      (2,615,000 ) 
  

 

 

    

 

 

  

Net cash used in operating activities

      (12,876,000 )      (8,657,000 ) 
  

 

 

    

 

 

  

Cash flows from investing activities:

     

Additions to notes receivable

      —          (26,070,000 ) 

Settlements of notes receivable

      486,000        55,000   

Additions to notes receivable—related parties

      (8,322,000 )      (3,375,000 ) 

Settlements of notes receivable—related parties

      3,479,000        4,946,000   

Net proceeds from sale of real estate

      416,000        3,639,000   

Purchases of and additions to real estate

      (889,000 )      (3,843,000 ) 

Distributions from joint ventures

      11,166,000        —     

Contributions to joint ventures

      (73,667,000 )      (30,051,000 ) 

Contributions to loan pool participations

      —          (9,553,000 ) 
  

 

 

    

 

 

  

Net cash used in investing activities

      (67,331,000 )      (64,252,000 ) 
  

 

 

    

 

 

  

 

F-5

Table of Contents
     Six months ended June 30,  
     2011     2010  

Cash flow from financing activities:

     

Issuance of senior notes payable

      249,344,000        —     

Borrowings under notes payable

      —          4,250,000   

Repayment of notes payable

      (24,783,000 )      (2,800,000 ) 

Borrowings under lines of credit

      19,000,000        29,550,000   

Repayment of lines of credit

      (46,750,000 )      (25,500,000 ) 

Borrowings under mortgage loans payable

      17,077,000        19,888,000   

Repayment of mortgage loans payable

      (30,109,000 )      (19,764,000 ) 

Debt issue costs

      (7,181,000 )      (48,000 ) 

Issuance of preferred stock

      —          99,843,000   

Issuance of common stock

      51,360,000        —     

Repurchase of common stock

      (36,000 )      —     

Repurchase of warrants

      (1,312,000 )      (2,721,000 ) 

Dividends paid

      (4,050,000 )      (720,000 ) 

Contributions from noncontrolling interests

      1,488,000        3,775,000   

Distributions to noncontrolling interests

      (516,000 )      (2,077,000 ) 
  

 

 

    

 

 

  

Net cash provided by financing activities

      223,532,000        103,676,000   

Effect of currency exchange rate changes on cash and cash equivalents

      925,000        3,650,000   
  

 

 

    

 

 

  

Net change in cash and cash equivalents

      144,250,000        34,417,000   

Cash and cash equivalents, beginning of period

      46,968,000        57,784,000   
  

 

 

    

 

 

  

Cash and cash equivalents, end of period

    $ 191,218,000      $ 92,201,000   
  

 

 

    

 

 

  

See accompanying notes to consolidated financial statements.

 

F-6

Table of Contents
     Six months ended June 30,  
Supplemental disclosure of non-cash investing and financing activities:    2011     2010  

Unrealized loss on marketable security, net of tax of $8,000

    $ —        $ (14,000 ) 

Accretion of preferred stock issuance costs

      22,000        —     

During the six months ended June 30, 2011, as a result of the acquisition of a 100% interest in an approximate 200,000 square foot office portfolio, real estate increased by $17,680,000, accounts receivable by $44,000, other assets by $50,000, accounts payable increased by $87,000, accrued expenses and other liabilities increased by $991,000 and mortgage loans payable increased by $16,000,000

      (696,000 )      —     

During the six months ended June 30, 2011, as a result of the sale of a controlling interest in a piece of land in Kent, Washington, real estate decreased $0.7 million.

      696,000        —     

During the six months ended June 30, 2010, as a result of the consolidation of two of Kennedy-Wilson’s joint ventures, accounts receivable increased by $171,000, real estate increased by $86,220,000, investment in joint venture decreased by $20,614,000, other assets increased by $3,174,000, accrued expenses and other liabilities increased by $323,000 and mortgage loans payable increased by $66,501,000

      —          (2,127,000 ) 

During the six months ended June 30, 2011, as a result of Kennedy-Wilson’s foreclosure of four assets in the consolidated loan portfolio, notes receivable decreased by $9,496,000 and real estate increased by $9,496,000.

During the six months ended June 30, 2011, Kennedy Wilson issued 4,400,000 shares of the Company’s common stock to an institutional investor for $10.70 per share when the market value was $12.20. In addition, as a result of its contractual rights the preferred shareholder acquired 400,000 shares for the same $10.70 per share, representing a $600,000 discount. Because the discount was the result of the preferred shareholders contractual rights, it is reflected as a non-cash preferred dividend.

On June 21, 2011, Kennedy Wilson declared dividends on the common stock totaling $1.8 million. The dividends were paid subsequent to June 30, 2011.

See accompanying notes to consolidated financial statements.

 

F-7

Table of Contents

Kennedy-Wilson Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2011

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

Kennedy-Wilson Holdings, Inc.’s (together with its wholly owned and controlled subsidiaries, “we,” “us,” “our,” “the Company” or “Kennedy-Wilson”) unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles used in the preparation of the Kennedy-Wilson’s annual financial statements. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of Kennedy-Wilson, all adjustments, consisting of only normal and recurring items, necessary for a fair presentation of the results of operations for the three and six months ended June 30, 2011 and 2010 have been included. The results of operations for these periods are not necessarily indicative of results that might be expected for the full year ending December 31, 2011. For further information, your attention is directed to the footnote disclosures found in Kennedy-Wilson’s 2010 Annual Report on Form 10-K.

The consolidated financial statements include the accounts of Kennedy-Wilson and its wholly owned and controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In addition, Kennedy-Wilson evaluates its relationships with other entities to identify whether they are variable interest entities (VIEs) as defined in the FASB Accounting Standards Codification (ASC) Subtopic 810-10 and to assess whether it is the primary beneficiary of such entities. If the determination is made that Kennedy-Wilson is the primary beneficiary, then that entity is included in the consolidated financial statements in accordance with the ASC Subtopic 810-10.

The ownership of the other interest holders in consolidated subsidiaries is reflected as noncontrolling interests. The preparation of the accompanying consolidated financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosure about contingent assets and liabilities, and reported amounts of revenues and expenses. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

REVENUE RECOGNITION—Performance fees or carried interest are allocated to the general partner or special limited partner of Kennedy-Wilson’s real estate funds based on cumulative fund performance and are subject to preferred return thresholds of the limited partners. At the end of each reporting period, Kennedy-Wilson calculates the performance fee that would be due to the general partner and special limited partner interests for a fund, pursuant to the fund agreement, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as performance fees to reflect either (a) positive performance resulting in an increase in the performance fee allocated to the general partner or (b) negative performance that would cause the amount due to Kennedy-Wilson to be less than the amount previously recognized as revenue, resulting in a negative adjustment to performance fees allocated to the general partner. Substantially all of the carried interest is recognized in equity in joint venture income and substantially all of the performance fees are recognized in management and leasing fees in our consolidated statement of operations and comprehensive income (loss). Total performances fees recognized through June 30, 2011 that may be reversed in future periods if there is negative fund performance were $1.6 million. None of the performance fee was recognized during the six months ended June 30, 2011 or 2010.

 

F-8

Table of Contents

INVESTMENTS IN LOAN POOL PARTICIPATIONS AND NOTES RECEIVABLE—Interest income from investments in loan pool participations and notes receivable are recognized on a level yield basis under the provisions of Loans and Debt Securities Acquired with Deteriorated Credit Quality ASC Subtopic 310-30, where a level yield model is utilized to determine a yield rate which, based upon projected future cash flows, accretes interest income over the estimated holding period. In the event that the present value of those future cash flows is less than net book value, a loss would be immediately recorded. When the future cash flows of a note cannot be reasonably estimated, cash payments are applied to the cost basis of the note until it is fully recovered before any interest income is recognized.

ACCOUNTS RECEIVABLE—Accounts receivable are recorded at the contractual amount as determined by the underlying agreements and do not bear interest. An allowance for doubtful accounts is provided when the Company determines there are probable credit losses in the Company’s existing accounts receivable that is determined based on historical experience. The Company reviews its accounts receivable for probable credit losses on a quarterly basis. As of June 30, 2011, the Company had no allowance for doubtful accounts and during the three and six months ended June 30, 2011 and June 30, 2010 had recorded no provision for doubtful accounts.

RECENT ACCOUNTING PRONOUNCEMENTS—In June 2011, the FASB issued Accounting Standards Codification (ASC) Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Update No. 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Update 2011-05 requires an entity to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The adoption of this update is not expected to have a material impact to our financial statements.

In May 2011, the FASB issued Accounting Standards Codification (ASC) Update No. 2011-04, Fair Value Measurement—Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in US GAAP and IFRS. Update No. 2011-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Update 2011-04 is intended to result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRS. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The adoption of this update is not expected to have a material impact to our financial statements.

NOTE 3—BUSINESS COMBINATION

On June 28, 2011, Kennedy-Wilson acquired a 100% interest in an approximate 200,000 square foot office portfolio in Oakland, California (the “Portfolio”) from a related party fund (the “Seller”) in which Kennedy-Wilson has a 5% ownership interest. The assets and liabilities of the Portfolio since the date of acquisition have been consolidated at fair value in accordance with Business Combinations ASC Subtopic 805-10. The results of the operations of the Portfolio from the acquisition date to June 30, 2011 were immaterial. The amounts of $15.0 million in building, $2.5 million in acquired intangibles, $6.2 million in land, $0.6 million in cash and cash equivalents, $0.1 million in accounts receivables and other assets, $16.0 million in mortgage loans payable, and $1.1 million in other liabilities were recorded as a result of the combination. Direct costs of the business combination have been charged to operations in the period that such costs were incurred. Additionally, Kennedy-Wilson will pay the Seller 15% of all profits realized by Kennedy-Wilson in excess of a 10% internal rate of return. Accordingly, Kennedy-Wilson has recorded a liability of $0.7 million, at fair value, for the 15% contingent interest. This interest will be re-evaluated on a on-going basis.

As a result of remeasuring its basis at fair value (utilizing an income approach), Kennedy-Wilson recorded a remeasurement gain in the amount of $6.3 million in the accompanying consolidated statement of operations and comprehensive (loss) income. The gain recognized represented the fair value in excess of the price paid.

 

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The revenue and earnings had the acquisition of the Portfolio occurred on January 1, 2011 and January 1, 2010 are as follows:

 

(Unaudited, numbers in thousands, except for per share
amounts)		    Revenue      Net Income
Attributable  to
Kennedy-Wilson
common
shareholders 		    Basic EPS  

Supplemental pro forma from January 1, 2011 - June 30, 2011

    $ 18,566       $ (4,027 )    $ (0.10 ) 

Supplemental pro forma from January 1, 2010 - June 30, 2010

      21,193         4,757      $ 0.12   

This unaudited pro forma information is not intended to represent or be indicative of what would have occurred if the transaction had taken place on the dates presented and is not indicative of what Kennedy-Wilson’s actual results of operations would have been had the acquisition been completed at the beginning of the periods indicated above.

NOTE 4—NOTES RECEIVABLE

In May 2011, Kennedy-Wilson settled its note receivable with the Bay Area Smart Growth Fund II, LLC by collecting the outstanding amount of $2.0 million.

During the six months ended June 30, 2011, Kennedy-Wilson issued and advanced additional monies on an unsecured note receivable to KW Property Fund II, LP, an equity method investment and related party. The note had an outstanding balance of $4.8 million as of June 30, 2011. The note has a maximum amount of $5.0 million, bears an interest rate of 20%, is interest only, and is due on October 31, 2011. The interest recognized on the note is included in interest income—related party in the accompanying consolidated statement of operations and comprehensive (loss) income.

During the six months ended June 30, 2011, Kennedy-Wilson increased its note receivable with 5th and Madison, LLC, an equity method investment and related party, by $1.0 million to a total amount of unsecured $3.9 million (with a maximum amount of $4.5 million). The note bears an interest rate of 15%, is interest only, and is due on December 31, 2011. The interest recognized on the note is included in interest income—related party in the accompanying consolidated statement of operations and comprehensive (loss) income.

In April 2010, Kennedy-Wilson purchased a pool of loans or notes receivable with deteriorated credit quality from a bank for $25.3 million. As of June 30, 2011, the assets and debt related to the pool of loans are $9.3 million and $5.2 million, respectively. The amount contractually due under the terms of the notes as of June 30, 2011 is $14.8 million. Contractual payments of principal and interest of $0.2 million are due monthly as of June 30, 2011. Kennedy-Wilson expects to accrete $4.0 million in interest on notes receivable over the total estimated collection period. During the three and six months period ended June 30, 2011 and 2010, Kennedy-Wilson accreted $0.4 million and $0.9 million, and $0.6 million and $0.6 million, respectively, as interest on notes receivable in the accompanying consolidated statements of operations and comprehensive loss. From acquisition through June 30, 2011, Kennedy-Wilson has accreted $3.3 million of interest on notes receivable in the accompanying consolidated balance sheet.

Additionally, during the six months ended June 30, 2011, Kennedy-Wilson foreclosed on three assets in Las Vegas, Nevada and one asset in Palm Springs, California in the pool of loans discussed above that had been collateral for loans within the loan pool. As a result of these foreclosures, the real estate was removed from the pool and recorded on Kennedy-Wilson’s consolidated balance sheet at a fair value of $9.5 million. Kennedy-Wilson determined the fair value based on the income approach. The fair value was consistent with the carrying amount within the loan pool and, as such, no gain or loss was recorded.

 

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NOTE 5—REAL ESTATE

See note 3 for discussion of the acquisition of the approximate 200,000 square foot office portfolio in Oakland, California.

See note 4 for discussion of the additions to real estate related to the foreclosure of the real estate assets in our consolidated loan pool.

NOTE 6—INVESTMENTS IN JOINT VENTURES

Kennedy-Wilson has a number of joint venture interests, generally ranging from 5% to approximately 50%, which were formed to acquire, manage and/or sell real estate. Kennedy-Wilson has significant influence over these entities, but not control and accordingly, these investments are accounted for under the equity method.

During the six months ended June 30, 2011, Kennedy-Wilson invested in five new joint ventures totaling $42.7 million and invested $2.7 million to buy out ownership interests from joint venture partners.

During the same period, Kennedy-Wilson made $28.4 million in contributions to existing joint venture investments. Of this amount, $12.1 million, including $0.5 million of noncontrolling interests, was contributed by Kennedy-Wilson to its joint venture in Japan for the purposes of refinancing a large portion of the Japanese multifamily portfolio and $7.0 million was contributed by Kennedy-Wilson to increase its interest in a project in Northern California. Additionally, $4.5 million was contributed by Kennedy-Wilson to refinance two multifamily projects in Kent, Washington.

Additionally, during the six months ended June 30, 2011, Kennedy-Wilson received $13.7 million in distributions from its joint ventures.

As of June 30, 2011, we have a unfulfilled capital commitments totaling $17.4 million to our joint ventures. As we identify investment opportunities in the future, we may be called upon to contribute additional capital to joint ventures in satisfaction of our capital commitment obligation.

Kennedy-Wilson has certain guarantees associated with loans secured by assets held in various joint venture partnerships. The maximum potential amount of future payments (undiscounted) Kennedy-Wilson could be required to make under the guarantees was approximately $24 million and $28 million as of June 30, 2011 and December 31, 2010, respectively. The guarantees expire through 2015 and Kennedy-Wilson’s performance under the guarantees would be required to the extent there is a shortfall in liquidation between the principal amount of the loan and the net sales proceeds of the property. Based upon Kennedy-Wilson’s evaluation of guarantees under Estimated Fair Value of Guarantees ASC Subtopic 460-10, the estimated fair value of guarantees made as of June 30, 2011 and December 31, 2010 is immaterial.

NOTE 7—INVESTMENT IN LOAN POOL PARTICIPATION

In 2010, Kennedy-Wilson, in partnership with a bank, acquired two loan portfolios with deteriorated credit quality. The loan portfolios, which were acquired from a regional bank, are comprised of loans secured by residential, hotel, retail, office, land, multifamily and other assets predominantly located in Southern California. The amount contractually due under the terms of the notes as of June 30, 2011 is $246.7 million. Contractual payments of principal and interest of $0.9 million are due monthly. As of June 30, 2011, Kennedy-Wilson expects to accrete $17.4 million, including $2.3 million of noncontrolling interest, in interest income from loan pool participations over the total estimated collection period. During the three and six months ended June 30, 2011, Kennedy-Wilson recognized $1.8 million, including $0.2 million in noncontrolling interests, and $3.9 million, including $0.5 million in noncontrolling interest, respectively, of interest income from loan pool participations in the accompanying consolidated statement of operations and comprehensive (loss) income.

 

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During the three and six months ended June 30, 2010, Kennedy-Wilson recognized $2.5 million, including $0.5 million in noncontrolling interests, and $3.1 million, including $0.5 million in noncontrolling interest, respectively, of interest income from loan pool participations in the accompanying consolidated statement of operations and comprehensive (loss) income. From acquisition through June 30, 2011, Kennedy-Wilson has accreted $13.2 million, including $1.9 million of noncontrolling interests, of interest on notes receivable included in the accompanying consolidated balance sheet.

NOTE 8—FAIR VALUE MEASUREMENTS AND THE FAIR VALUE OPTION

FAIR VALUE MEASUREMENTS—The following table presents fair value measurements (including items that are required to be measured at fair value and items for which the fair value option has been elected) as of June 30, 2011:

 

     Level 1      Level 2      Level 3      Total  

Available-for-sale security

    $ 33,000       $ —         $ —         $ 33,000   

Investment in joint ventures

      —           —           44,388,000         44,388,000   
  

 

 

     

 

 

     

 

 

     

 

 

  
   $ 33,000       $ —         $ 44,388,000       $ 44,388,000   
  

 

 

     

 

 

     

 

 

     

 

 

  

The following table presents fair value measurements (including items that are required to be measured at fair value and items for which the fair value option has been elected) as of December 31, 2010:

 

     Level 1      Level 2      Level 3      Total  

Available-for-sale security

    $ 33,000       $ —         $ —         $ 33,000   

Investment in joint ventures

      —           —           34,654,000         34,654,000   
  

 

 

     

 

 

     

 

 

     

 

 

  
   $ 33,000       $ —         $ 34,654,000       $ 34,687,000   
  

 

 

     

 

 

     

 

 

     

 

 

  

The following table presents changes in Level 3 investments for the three and six months ended June 30, 2011 and 2010, respectively:

 

     Three months ended June 30,     Six months ended June 30,  
     2011     2010     2011     2010  

Beginning balance

    $ 34,686,000      $ 20,301,000      $ 34,654,000      $ 19,590,000   

Unrealized and realized gains

      3,377,000        117,000        3,377,000        449,000   

Unrealized and realized losses

      (2,356,000 )      —          (2,274,000 )      —     

Purchases

      9,282,000        35,000        9,282,000        414,000   

Sales

      (601,000 )      (196,000 )      (651,000 )      (196,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Ending balance

    $ 44,388,000      $ 20,257,000      $ 44,388,000      $ 20,257,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

The change in unrealized and realized gains and losses are included in equity in joint venture income (loss) in the accompanying statements of operations and comprehensive (loss) income.

The change in unrealized gains and losses on Level 3 investments during the three and six months ended June 30, 2011 for investments still held as of June 30, 2011 was a gain of $1.3 million and no change, respectively.

Kennedy-Wilson records its investment in KW Property Fund III, L.P., Kennedy Wilson Real Estate Fund IV, L.P., and SG KW Venture I, LLC (the “Funds”) based upon the net assets that would be allocated to its interests in the Funds assuming the Funds were to liquidate their investments at fair value as of the reporting

 

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date. The Funds report their investments at fair value based on valuations of the underlying real estate and real estate related assets and their related indebtedness secured by real estate. The valuations of real estate, real estate related assets, and indebtedness were based on management estimates of the assets and liabilities using a combination of the income and market approach. During the three and six months ended June 30, 2011, Kennedy-Wilson recorded an decrease in fair value of $1.0 million and an increase in fair value of $0.1 million, respectively, in equity in joint venture income in the consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2010, Kennedy-Wilson recorded a decrease in fair value of $0.1 million and an increase in fair value of $0.4 million, respectively, in equity in joint venture income in the consolidated statements of operations and comprehensive loss. Kennedy-Wilson’s investment balance in the Funds was $21.3 million and $20.5 million at June 30, 2011 and December 31, 2010, respectively, which are included in investments in joint ventures in the accompanying consolidated balance sheets. As of June 30, 2011 and December 31, 2010, Kennedy-Wilson has unfunded capital commitments to the Funds in the amounts of $12.8 million and $9.2 million, respectively.

FAIR VALUE OPTION—Additionally Kennedy-Wilson elected the fair value option for two investments in joint venture entities that were acquired during 2008. Kennedy-Wilson elected to record these investments at fair value to more accurately reflect the timing of the value created in the underlying investments and report those results in current operations. In May 2011, Kennedy-Wilson purchased an additional 24% (increasing its interest from 24% to 48%) interest in one of its fair value option investments for $7.0 million from a related party fund. Since this amount was less than the fair value of this interest at the time of purchse, this transaction resulted in Kennedy-Wilson recording an increase in fair value of $2.0 million in equity in joint venture income in the consolidated statements of operations and comprehensive (loss) income for the three and six months ended June 30, 2011. There was no material change in fair value of these investments during three and six months ended June 30, 2010, respectively. Kennedy-Wilson determines the fair value of these investments based upon the income approach, utilizing estimates of future cash flows, discount rates and liquidity risks. As of June 30, 2011 and December 31, 2010, these two investments had fair values of $23.1 million and $14.1 million, respectively.

In estimating fair value of real estate held by the Funds and two fair value option investments, Kennedy-Wilson considers significant unobservable inputs such as capitalization and discount rates. The table below describes the range of inputs for real estate assets:

 

     Estimated rates used for
     Capitalization rates    Discount Rates

Multifamily

    5% — 6%      7.5% — 8.25%

Office

    6.5%    7.5% — 9.0%

Land and condominium

    n/a    8.0% — 15.0%

Retail

    7.5%    8.25%

Loan

    n/a    9.5%

In valuing real estate related assets and indebtedness, Kennedy-Wilson considers significant inputs such as the term of the debt, value of collateral, market loan-to-value ratios, market interest rates and spreads, and credit quality of investment entities. The credit spreads used by Kennedy-Wilson for these types of investments range from 4.5% to 9.5%.

The accuracy of estimating fair value for investments utilizing unobservable inputs cannot be determined with precision, cannot be substantiated by comparison to quoted prices in active markets, and may not be realized in a current sale or immediate settlement of the asset or liability. Additionally, there are inherent uncertainties in any fair value measurement technique, and changes in the underlying assumptions used, including cap rates, discount rates, liquidity risks, and estimates of future cash flows, could significantly affect the fair value measurement amounts.

 

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NOTE 9—SENIOR NOTES

During the three months ended June 30, 2011, Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of Kennedy-Wilson, issued $200 million in aggregate principal amount of its 8.750% senior notes due April 1, 2019 with an effective yield of 8.875% and an additional $50 million in aggregate principal amount of its 8.750% senior notes due April 1, 2019 with an effective yield of 8.486%. Interest on the notes is payable on April 1 and October 1 of each year. If the Notes are redeemed prior to April 1, 2017 a premium must be paid on the redeemed amount. The terms of the notes are governed by an indenture by and among the Issuer, Kennedy-Wilson, as parent guarantor, certain subsidiaries of the Issuer, as subsidiary guarantors (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, (as successor by merger to Wilmington Trust FSB), as trustee.

The indenture governing the notes contains various restrictive covenants, including, among others, limitations on our ability and the ability of certain of our subsidiaries to incur or guarantee additional indebtedness, to make restricted payments, pay dividends or make any other distributions from restricted subsidiaries, redeem or repurchase capital stock, sell assets or subsidiary stocks, engage in transactions with affiliates, create or permit liens on assets, enter into sale /leaseback transactions, and enter into consolidations or mergers.

The indenture governing the 8.750% senior Notes limits Kennedy-Wilson’s ability to incur additional indebtedness if, on the date of such incurrence and after giving effect to the new indebtedness, Kennedy-Wilson’s maximum balance sheet leverage ratio (as defined in the indenture) is greater than 1.50 to 1.00. This ratio is measured at the time of incurrence of additional indebtedness.

NOTE 10—LINE OF CREDIT

During the six months ended June 30, 2011, Kennedy-Wilson borrowed an additional $19.0 million on its line of credit and repaid $46.8 million on its line of credit bringing the outstanding balance at June 30, 2011 to zero.

The unsecured credit facility requires Kennedy-Wilson to maintain (i) a minimum rent adjusted fixed charge coverage ratio (as defined in the unsecured credit facility) of not less than 1.75 to 1.00, measured on a four quarter rolling average basis and (ii) a maximum balance sheet leverage (as defined in the unsecured credit facility) of not greater than 1.50 to 1.00, measured at the end of each calendar quarter. As of the most recent quarter end, Kennedy-Wilson’s adjusted fixed charge coverage ratio was 3.03 to 1.00 and its maximum balance sheet leverage was 0.89 to 1.00.

NOTE 11—NOTES PAYABLE AND JUNIOR SUBORDINATED DEBENTURES

During the six months ended June, 30, 2011, Kennedy-Wilson repaid in full the outstanding balance on it notes payable which were incurred primarily in connection with the acquisition of joint venture investments.

The junior subordinated debentures require Kennedy-Wilson to maintain (i) a fixed charge coverage ratio (as defined in the indenture governing our junior subordinated debentures) of not less than 1.75 to 1.00, measured on a four quarter rolling basis, and (ii) a ratio of total debt to net worth (as defined in the indenture governing the junior subordinated debentures) of not greater than 3.00 to 1.00 at anytime. As of the most recent quarter end, Kennedy-Wilson’s fixed charge coverage ratio was 5.17 to 1.00 and its ratio of total debt to net worth was 0.94 to 1.00.

NOTE 12—MORTGAGE LOANS PAYABLE

During the six months ended June 30, 2011, Kennedy-Wilson entered into a mortgage loan payable for $5.0 million secured by its 2,700-acre ranch in Hawaii. The note bears interest at the First Hawaiian Bank Prime Rate plus 2.50%, is interest only, and matures in April 2014. The loan was repaid in full on April 5, 2011.

 

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During the three months ended June 30, 2011, Kennedy-Wilson paid off a $2.8 million mortgage loan secured by an office building in Japan. The retired debt had a variable interest rate of long-term prime lending rate plus 3.50%.

During the three months ended June 30, 2011, Kennedy-Wilson paid down $5.4 million on its mortgage loan related to its pool of loans or notes receivable.

During the three months ended June 30, 2011, as a result of the acquisition of the 100% interest in the office portfolio in Oakland, California, Kennedy-Wilson assumed a mortgage loan with an unpaid principal balance of $22.6 million at a fair value of $17.0 million. Subsequent to the acquisition, the loan was repaid in full through a $12.0 million refinancing and additional funding from Kennedy-Wilson. As of June 30, 2011, the mortgage loan had a carrying value of $12.0 million, bears interest at a fixed rate of 6.75%, is interest only, matures in June 2016, and is secured by the office portfolio.

NOTE 13—RELATED PARTY TRANSACTIONS

In addition to the related party transactions discussed above in Note 3 and 4 and below in note 15, Kennedy-Wilson engaged in the following related party transactions during the three month period ended June 30, 2011.

In May 2011, Kennedy-Wilson purchased an additional 24% (increasing its interest from 24% to 48%) interest in a condominium project in Northern California for $7.0 million from a related party fund.

During the three months ended June 30, 2011, a noncontrolling entity comprised of Kennedy-Wilson executives co-invested $1.4 million with Kennedy-Wilson for the acquisition of new joint venture investments.

During the three and six months ended June 30, 2011, the firm of Kulik, Gottesman & Mouton Ltd. was paid $55,000 and $76,000, respectively, for legal services provided by the firm and $9,000 and $17,000, respectively, for director’s fees for Kent Mouton, a partner in the firm and a member of Kennedy-Wilson’s board of directors. During the three and six months ended June 30, 2010 the firm of Kulik, Gottesman & Mouton Ltd. was paid $44,000 and $120,000, respectively, for legal services provided by the firm and $10,000 and $26,000, respectively, for director’s fees for Kent Mouton, a partner in the firm and a member of Kennedy-Wilson’s board of directors.

During the three and six months ended June 30, 2011, the firm of Solomon, Winnett & Rosenfield was paid $18,000 and $76,000, respectively, for income tax services provided by the firm. Jerry Solomon, a partner in the firm and a member of Kennedy-Wilson’s board of directors, was paid $9,000 and $17,000, respectively, for director’s fees for the same period. During the three and six months ended June 30, 2010, the firm of Solomon, Winnett & Rosenfield was paid $40,000 and $85,000, respectively, for income tax services provided by the firm. Jerry Solomon, a partner in the firm and a member of Kennedy-Wilson’s board of directors, was paid $9,000 and $24,000, respectively, for director’s fees for the same period.

NOTE 14—EARNINGS PER SHARE

For the three and six months ended June 30, 2011, a total of 21,725,054 and 21,950,708 potentially dilutive securities have not been included in the diluted weighted average shares as Kennedy-Wilson has a net loss attributable to common shareholders.

The impact of 20,424,210 shares underlying the warrants and convertible preferred stock has been excluded from diluted weighted average shares for the three months ended June 30, 2010 as it is antidilutive. For the six months ended June 30, 2010, the impact of 20,914,781 shares underlying the warrants, convertible debt and convertible preferred stock has been excluded from diluted weighted average shares as it is antidilutive.

 

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NOTE 15—CAPITAL STOCK

On June 30, 2011, Kennedy Wilson issued 4,400,000 shares of the Company’s common stock to an institutional investor for $10.70 per share when the market value was $12.20. In addition, as a result of its contractual rights the preferred shareholder acquired 400,000 shares for the same $10.70 per share, representing a $0.6 million discount. Because the discount was the result of the preferred shareholders contractual rights, it is reflected as additional preferred dividend in the accompanying consolidated statements of operations and comprehensive (loss) income.

The Board of Directors authorized a warrants repurchase program enabling Kennedy-Wilson to repurchase up to 12.5 million of the outstanding warrants. During the six months ended June 30, 2011, Kennedy-Wilson repurchased a total of 0.8 million of its outstanding warrants for total consideration of $1.3 million.

NOTE 16—SEGMENT INFORMATION

Kennedy-Wilson’s business activities currently consist of services and various types of real estate and loan portfolio investments. Kennedy-Wilson’s segment disclosure with respect to the determination of segment profit or loss and segment assets is based on these services and its various investments.

SERVICES—Kennedy-Wilson provides a full range of commercial and residential real estate services. These services include property management, leasing, brokerage, asset management, auction and various other specialized commercial and residential real estate services.

INVESTMENTS—With joint venture partners and independently, Kennedy-Wilson invests in commercial and residential real estate where Kennedy-Wilson believes value can be added through company expertise or opportunistic investing. Kennedy-Wilson’s current real estate portfolio focuses on commercial buildings and multifamily projects. Kennedy-Wilson also invests in loan portfolios collateralized by various classifications of real estate.

Substantially all of the revenue—related party was generated via inter-segment activity for the three and six months ended June 30, 2011 and 2010. Generally, this revenue consists of fees earned on investments in which Kennedy-Wilson also has an ownership interest. The amounts representing investments with related parties and non-affiliates are included in the investment segment. No single third party client provided Kennedy-Wilson with 10% or more of its revenue during any period presented in these financial statements.

There have been no changes in the basis of segmentation or in the basis of measurement of segment profit or loss since the December 31, 2010 financial statements.

 

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The following tables summarize Kennedy-Wilson’s income activity by segment for the three and six months ended June 30, 2011 and 2010 and balance sheet data as of June 30, 2011 and December 31, 2010:

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2011     2010     2011     2010  

Services

         

Management fees and commissions

    $ 4,308,000      $ 3,086,000      $ 8,308,000      $ 6,593,000   

Management fees and commissions—related party

      3,247,000        5,332,000        6,819,000        8,045,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total revenue

      7,555,000        8,418,000        15,127,000        14,638,000   

Operating expenses

      6,047,000        6,322,000        11,792,000        11,278,000   

Depreciation and amortization

      30,000        25,000        65,000        41,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total operating expenses

      6,077,000        6,347,000        11,857,000        11,319,000   

Total operating income

      1,478,000        2,071,000        3,270,000        3,319,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Income before provision for income taxes

    $ 1,478,000      $ 2,071,000      $ 3,270,000      $ 3,319,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total assets

        $ 40,032,000      $ 38,780,000   
      

 

 

    

 

 

  

Investments

         

Sale of real estate—related party

    $ —        $ —        $ 417,000      $ 3,937,000   

Rental and other revenue

      955,000        628,000        1,693,000        1,297,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total revenue

      955,000        628,000        2,110,000        5,234,000   

Operating expenses

      4,281,000        3,690,000        8,585,000        8,397,000   

Depreciation and amortization

      380,000        233,000        739,000        465,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total operating expenses

      4,661,000        3,923,000        9,324,000        8,862,000   

Equity in joint venture income

      2,551,000        (686,000 )      7,807,000        (29,000 ) 

Income from loan pool participations and notes receivable

      2,241,000        3,090,000        4,787,000        3,741,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total operating income (loss)

      1,086,000        (891,000 )      5,380,000        84,000   

Remeasurement gain

      6,348,000        2,108,000        6,348,000        2,108,000   

Gain on early extinguishment of debt

      —          16,670,000        —          16,670,000   

Interest expense

      (74,000 )      (82,000 )      (151,000 )      (245,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Income before provision for income taxes

    $ 7,360,000      $ 17,805,000      $ 11,577,000      $ 18,617,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total assets

        $ 498,408,000      $ 400,519,000   
      

 

 

    

 

 

  

Corporate

         

Operating expenses

    $ 2,347,000      $ 2,201,000      $ 4,388,000      $ 7,124,000   

Depreciation and amortization

      53,000        38,000        93,000        75,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total operating expenses

      2,400,000        2,239,000        4,481,000        7,199,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total operating loss

      (2,400,000 )      (2,239,000 )      (4,481,000 )      (7,199,000 ) 

Interest income

      152,000        52,000        190,000        115,000   

Interest income—related party

      249,000        168,000        477,000        386,000   

Interest expense

      (6,154,000 )      (2,098,000 )      (7,606,000 )      (4,049,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Loss before provision for income taxes

      (8,153,000 )      (4,117,000 )      (11,420,000 )      (10,747,000 ) 

Provision for income taxes

      (172,000 )      (5,950,000 )      (835,000 )      (3,952,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net loss

    $ (8,325,000 )    $ (10,067,000 )    $ (12,255,000 )    $ (14,699,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Total assets

        $ 202,562,000      $ 48,549,000   
      

 

 

    

 

 

  

 

F-17

Table of Contents
     Three Months Ended June 30,     Six Months Ended June 30,  
     2011     2010     2011     2010  

Consolidated

         

Management fees and commissions

    $ 4,308,000      $ 3,086,000      $ 8,308,000      $ 593,000   

Management fees and commissions—related party

      3,247,000        5,332,000        6,819,000        8,045,000   

Sale of real estate—related party

      —          —          417,000        3,937,000   

Rental and other revenue

      955,000        628,000        1,693,000        1,297,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total revenue

      8,510,000        9,046,000        17,237,000        19,872,000   

Operating expenses

      12,675,000        12,213,000        24,765,000        26,799,000   

Depreciation and amortization

      463,000        296,000        897,000        581,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total operating expenses

      13,138,000        12,509,000        25,662,000        27,380,000   

Equity in joint venture income

      2,551,000        (686,000 )      7,807,000        (29,000 ) 

Income from loan pool participations and notes receivable

      2,241,000        3,090,000        4,787,000        3,741,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total operating income (loss)

      164,000        (1,059,000 )      4,169,000        (3,796,000 ) 

Interest income

      152,000        52,000        190,000        115,000   

Interest income—related party

      249,000        168,000        477,000        386,000   

Remeasurement gain

      6,348,000        2,108,000        6,348,000        2,108,000   

Gain on early extinguishment of debt

      —          16,670,000        —          16,670,000   

Interest expense

      (6,228,000 )      (2,180,000 )      (7,757,000 )      (4,294,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Income before provision for income taxes

      685,000        15,759,000        3,427,000        11,189,000   

Provision for income taxes

      (172,000 )      (5,950,000 )      (835,000 )      (3,952,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net income

    $ 513,000      $ 9,809,000      $ 2,592,000      $ 7,237,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Total assets

        $ 741,002,000      $ 487,848,000   
      

 

 

    

 

 

  

NOTE 17—INCOME TAXES

In determining quarterly provisions for income taxes, Kennedy-Wilson uses an effective tax rate based on actual year- to-date income and statutory tax rates. The effective tax rate also reflects Kennedy-Wilson’s assessment of the ultimate outcome of tax audits.

Kennedy Wilson’s effective tax rates for the three month period ended June 30, 2011 and 2010 were 25.1% and 37.8%, respectively. Kennedy-Wilson’s effective tax rates for the six months ended June 30, 2011 and 2010 were 24.4% and 35.3%, respectively. The fluctuations between periods in the Company’s effective tax rate are mainly due to varying levels of income and amounts attributable to non-controlling interests. Permanent items that impact the Company’s effective rates as compared to the U.S. federal statutory rate of 34% were not materially different in amounts for all periods. The difference between the U.S. federal statutory rate of 34% and the Company’s effective tax rate are state taxes and income attributable to non-controlling interests.

NOTE 18—SUBSEQUENT EVENTS

On August 2, 2011, a subsidiary of Kennedy-Wilson Holdings, Inc. (“Kennedy Wilson”) completed the purchase of 53.7 million units of ordinary stock of the Bank of Ireland for a purchase price of €5.4 million ($7.7 million). Kennedy Wilson has also committed, subject to receipt of regulatory and other approvals, to purchase up to an additional 180.2 million units of ordinary stock of the Bank of Ireland for up to an additional €18.0 million ($25.7 million). The additional purchases are expected to close in the third quarter of 2011. Following consummation of the additional purchases, it is expected that on a fully diluted basis, Kennedy Wilson will own approximately 0.8% of the ordinary stock of the Bank of Ireland.

 

F-18

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Kennedy-Wilson Holdings, Inc.:

We have audited the accompanying consolidated balance sheets of Kennedy-Wilson Holdings, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2010. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We did not audit the December 31, 2009 financial statements of KW Residential, LLC a 35% owned investee company. Kennedy-Wilson Holdings, Inc.’s investment in KW Residential, LLC as of December 31, 2009 was $91,276,000 and its equity in joint venture income was $5,949,000 for the year ended December 31, 2009. The December 31, 2009 financial statements of KW Residential, LLC were audited by other auditors whose reports has been furnished to us, and our opinion, insofar as it relates to the December 31, 2009 amounts included for KW Residential, LLC, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditor on the 2009 financial statements of KW Residential, LLC, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kennedy-Wilson Holdings, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Kennedy-Wilson Holdings, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 10, 2011 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Los Angeles, California

March 11, 2011

 

F-19

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Kennedy-Wilson Holdings, Inc.:

We have audited Kennedy-Wilson Holdings Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Kennedy-Wilson Holdings Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Kennedy-Wilson Holdings Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Kennedy-Wilson Holdings, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2010, and our report dated March 10, 2011 expressed an unqualified opinion on those consolidated financial statements. Our report indicates that the December 31, 2009 financial statements of KW Residential, LLC were audited by other auditors and our opinion, insofar as it relates to the amounts included in the December 31, 2009 consolidated financial statements of Kennedy-Wilson Holdings, Inc. for KW Residential, LLC is based solely on the report of the other auditors.

/s/ KPMG LLP

Los Angeles, California

March 11, 2011

 

F-20

Table of Contents

Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

 

     December 31,  
     2010     2009  

Assets

     

Cash and cash equivalents

    $ 46,968,000      $ 57,784,000   

Accounts receivable

      2,097,000        887,000   

Accounts receivable—related parties

      7,062,000        4,278,000   

Income tax receivable

      —          6,848,000   

Notes receivable

      20,264,000        541,000   

Notes receivable—related parties

      3,837,000        6,644,000   

Real estate, net of accumulated depreciation

      82,701,000        40,581,000   

Real estate available for sale

      —          2,472,000   

Investments in joint ventures ($34,687,000 and $19,612,000 carried at fair value as of December 31, 2010 and 2009, respectively)

      266,886,000        185,252,000   

Investment in loan pool participations

      25,218,000        —     

Other assets

      8,850,000        7,005,000   

Goodwill

      23,965,000        23,965,000   
  

 

 

    

 

 

  

Total assets

    $ 487,848,000      $ 336,257,000   
  

 

 

    

 

 

  

Liabilities and equity

     

Liabilities

     

Accounts payable

    $ 1,504,000      $ 860,000   

Accrued expenses and other liabilities

      9,064,000        8,648,000   

Accrued salaries and benefits

      10,721,000        4,401,000   

Deferred tax liability

      25,871,000        15,439,000   

Notes payable

      24,783,000        26,133,000   

Borrowings under line of credit

      27,750,000        10,000,000   

Mortgage loans payable

      35,249,000        23,968,000   

Convertible subordinated debt

      —          27,472,000   

Junior subordinated debentures

      40,000,000        40,000,000   
  

 

 

    

 

 

  

Total liabilities

      174,942,000        156,921,000   
  

 

 

    

 

 

  

Equity

     

Cumulative Preferred stock, $0.0001 par value, 1,000,000 shares authorized, $1,000 per share liquidation preference:

     

6.00% Series A, 100,000 and 0 shares issued and outstanding as of December 31, 2010 and 2009, respectively, mandatorily convertible on May 19, 2015

      —          —     

6.452% Series B, 32,550 and 0 shares issued and outstanding as of December 31, 2010 and 2009, respectively, mandatorily convertible on November 18, 2018

      —          —     

Common stock, $0.0001 par value, 125,000,000 and 80,000,000 shares authorized, 41,291,596 and 41,177,658 shares issued and 40,179,906 and 41,177,658 shares outstanding as of December 31, 2010 and 2009, respectively

      4,000        4,000   

Additional paid-in capital

      284,669,000        155,878,000   

Retained earnings

      17,777,000        18,829,000   

Accumulated other comprehensive income

      9,043,000        2,603,000   

Shares held in treasury at cost, $0.0001 par value, 1,111,690 and 0 held as of December 31, 2010 and 2009, respectively

      (11,301,000 )      —     
  

 

 

    

 

 

  

Total Kennedy-Wilson Holdings, Inc. stockholders’ equity

      300,192,000        177,314,000   

Noncontrolling interests

      12,714,000        2,022,000   
  

 

 

    

 

 

  

Total equity

      312,906,000        179,336,000   
  

 

 

    

 

 

  

Total liabilities and equity

    $ 487,848,000      $ 336,257,000   
  

 

 

    

 

 

  

See accompanying notes to consolidated financial statements.

 

F-21

Table of Contents

Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

     Year ended December 31,  
     2010     2009     2008  

Revenue

       

Management and leasing fees

    $ 8,913,000      $ 9,026,000      $ 10,671,000   

Management and leasing fees—related party

      12,417,000        10,138,000        8,380,000   

Commissions

      6,359,000        4,204,000        5,906,000   

Commissions—related party

      5,375,000        727,000        4,295,000   

Sale of real estate

      3,937,000        52,699,000        —     

Sale of real estate—related party

      9,535,000        6,698,000        —     

Rental and other income

      4,000,000        2,743,000        2,973,000   
  

 

 

    

 

 

    

 

 

  

Total revenue

      50,536,000        86,235,000        32,225,000   
  

 

 

    

 

 

    

 

 

  

Operating expenses

       

Commission and marketing expenses

      3,186,000        3,411,000        2,827,000   

Compensation and related expenses

      38,155,000        24,789,000        21,292,000   

Merger-related compensation and related expenses

      2,225,000        12,468,000        —     

Cost of real estate sold

      2,714,000        36,179,000        —     

Cost of real estate sold—related party

      8,812,000        5,752,000        —     

General and administrative

      11,314,000        6,351,000        6,074,000   

Merger-related general and administrative

      —          3,652,000        —     

Depreciation and amortization

      1,618,000        1,122,000        920,000   

Rental operating expense

      1,913,000        1,148,000        1,458,000   
  

 

 

    

 

 

    

 

 

  

Total operating expenses

      69,937,000        94,872,000        32,571,000   

Equity in joint venture income

      10,548,000        8,019,000        10,097,000   

Interest income from loan pool participations and notes receivable

      11,855,000        —          —     
  

 

 

    

 

 

    

 

 

  

Operating income (loss)

      3,002,000        (618,000 )      9,751,000   

Non-operating income (expense)

       

Interest income

      192,000        102,000        221,000   

Interest income—related party

      662,000        400,000        341,000   

Remeasurement gain

      2,108,000        —          —     

Gain on early extinguishment of mortgage debt

      16,670,000        —          —     

Loss on early extinguishment of corporate debt

      (4,788,000 )      —          —     

Interest expense

      (7,634,000 )      (13,174,000 )      (8,596,000 ) 

Other than temporary impairment

      —          (328,000 )      (445,000 ) 
  

 

 

    

 

 

    

 

 

  

Income (loss) before (provision for) benefit from income taxes

      10,212,000        (13,618,000 )      1,272,000   

(Provision for) benefit from income taxes

      (3,727,000 )      3,961,000        (605,000 ) 
  

 

 

    

 

 

    

 

 

  

Net income (loss)

      6,485,000        (9,657,000 )      667,000   

Net income attributable to the noncontrolling interests

      (2,979,000 )      (5,679,000 )      (54,000 ) 
  

 

 

    

 

 

    

 

 

  

Net income (loss) attributable to Kennedy-Wilson Holdings, Inc.

      3,506,000        (15,336,000 )      613,000   

Preferred stock dividends and accretion of issuance costs

      (4,558,000 )      —          —     
  

 

 

    

 

 

    

 

 

  

Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders

      (1,052,000 )      (15,336,000 )      613,000   

Other comprehensive income, net of tax

      6,440,000        2,601,000        240,000   
  

 

 

    

 

 

    

 

 

  

Total comprehensive income (loss)

    $ 5,388,000      $ (12,735,000 )    $ 853,000   
  

 

 

    

 

 

    

 

 

  

Basic income (loss) per share attributable to Kennedy-Wilson Holdings, Inc. common shareholders

    $ (0.03 )    $ (0.57 )    $ 0.03   
  

 

 

    

 

 

    

 

 

  

Weighted average shares outstanding for basic (loss) income per share

      38,978,272        26,891,304        22,892,498   
  

 

 

    

 

 

    

 

 

  

Diluted income (loss) per share attributable to Kennedy-Wilson Holdings, Inc. common shareholders

    $ (0.03 )    $ (0.57 )    $ 0.03   
  

 

 

    

 

 

    

 

 

  

Weighted average shares outstanding for diluted (loss) income per share

      38,978,272        26,891,304        24,310,299   
  

 

 

    

 

 

    

 

 

  

See accompanying notes to consolidated financial statements.

 

F-22

Table of Contents

Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Statement of Equity

 

     Preferred Stock      Common Stock      Additional
Paid-in
Capital 		    Retained
Earnings		     Accumulated
Other
Comprehensive
Income		     Treasury
Stock		      Noncontrolling
Interests 		    Total  
     Shares      Amount      Shares     Amount                

Balance, January 1, 2008

      —         $ —           21,370,370      $ 2,000       $ 9,975,000      $ 47,118,000      $ (238,000 )    $ —         $ 219,000      $ 57,076,000   

Issuance of common stock

      —           —           5,598,982        1,000         52,353,000        —          —          —           —          52,354,000   

Issuance of common stock—exercise of stock options

      —           —           42,785        —           93,000        —          —          —           —          93,000   

Repurchase of common stock

      —           —           (624,938 )      —           (6,170,000 )      —          —          —           —          (6,170,000 ) 

Amortization of equity compensation

      —           —           —          —           1,015,000        —          —          —           —          1,015,000   

Discount on convertible subordinated debt

      —           —           —          —           2,813,000        —          —          —           —          2,813,000   

Other comprehensive loss:

                         

Foreign currency translation, net of tax of $160,000

      —           —           —          —           —          —          240,000        —           —          240,000   

Dividends paid

      —           —           —          —           —          (2,264,000 )      —          —           —          (2,264,000 ) 

Net income

      —           —           —          —           —          613,000        —          —           54,000        667,000   

Contributions from noncontrolling interests

      —           —           —          —           —          —          —          —           482,000        482,000   

Distributions to noncontrolling interests

      —           —           —          —           —          —          —          —           (504,000 )      (504,000 ) 
  

 

 

     

 

 

     

 

 

    

 

 

     

 

 

    

 

 

    

 

 

    

 

 

     

 

 

    

 

 

  

Balance, December 31, 2008

      —           —           26,387,199        3,000         60,079,000        45,467,000        2,000        —           251,000        105,802,000   

Effect of Merger on common stock

      —           —           12,820,215        1,000         89,006,000        —          —          —           —          89,007,000   

Issuance of common stock—exercise of stock options

      —           —           55,449        —           59,000        —          —          —           —          59,000   

Repurchase of common stock

      —           —           (442,648 )      —           (3,690,000 )      —          —          —           —          (3,690,000 ) 

Stock compensation expense

      —           —           —          —           3,857,000        —          —          —           —          3,857,000   

Common stock issued under 2009 Equity Participation Plan

      —           —           2,357,443        —           —          —          —          —           —          —     

2009 Equity Participation Plan replacement payment

      —           —           —          —           (1,500,000 )      —          —          —           —          (1,500,000 ) 

Other comprehensive loss:

                         

Foreign currency translation, net of tax of $1,472,000

      —           —           —          —           —          —          2,407,000        —           —          2,407,000   

Unrealized loss on marketable security, net of tax of $129,000

      —           —           —          —           —          —          194,000        —           —          194,000   

Dividends paid

      —           —           —          —           —          (3,235,000 )      —          —           —          (3,235,000 ) 

Additional shares to pre-Merger preferred shareholders

      —           —           —          —           7,879,000        (7,879,000 )      —          —           —          —     

Accretion of common stock beneficial conversion

      —           —           —          —           188,000        (188,000 )      —          —           —          —     

Net (loss) income

      —           —           —          —           —          (15,336,000 )      —          —           5,679,000        (9,657,000 ) 

Contributions from noncontrolling interests

      —           —           —          —           —          —          —          —           6,804,000        6,804,000   

Distributions to noncontrolling interests

      —           —           —          —           —          —          —          —           (10,712,000 )      (10,712,000 ) 
  

 

 

     

 

 

     

 

 

    

 

 

     

 

 

    

 

 

    

 

 

    

 

 

     

 

 

    

 

 

  

 

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Table of Contents
     Preferred Stock      Common Stock      Additional
Paid-in
Capital 		    Retained
Earnings		     Accumulated
Other
Comprehensive
Income		      Treasury
Stock		     Noncontrolling
Interests 		    Total  
     Shares      Amount      Shares     Amount                

Balance, December 31, 2009

      —           —           41,177,658        4,000         155,878,000        18,829,000        2,603,000         —          2,022,000        179,336,000   

Issuance of preferred stock, net of issuance costs of $256,000

      132,550         —           —          —           132,294,000        —          —           —          —          132,294,000   

Repurchase of 1,111,690 common shares

      —           —           (1,111,690 )      —           —          —          —           (11,301,000 )      —          (11,301,000 ) 

Repurchase and retirement of warrants

      —           —           —          —           (11,500,000 )      —          —           —          —          (11,500,000 ) 

Stock compensation expense

      —           —           —          —           7,666,000        —          —           —          —          7,666,000   

Common stock issued under 2009 Equity Participation Plan

      —           —           113,938        —           428,000        —          —           —          —          428,000   

Other comprehensive income:

                         

Foreign currency translation, net of tax of $4,269,000

      —           —           —          —           —          —          6,434,000         —          —          6,434,000   

Unrealized gain on marketable security, net of tax of $5,000

      —           —           —          —           —          —          6,000         —          —          6,000   

Preferred stock dividends paid

      —           —           —          —           —          (4,533,000 )      —           —          —          (4,533,000 ) 

Accretion of preferred stock issuance costs

      —           —           —          —           25,000        (25,000 )      —           —          —          —     

Extinguished beneficial conversion feature on convertible debt

      —           —           —          —           (122,000 )      —          —           —          —          (122,000 ) 

Net income

      —           —           —          —           —          3,506,000        —           —          2,979,000        6,485,000   

Contributions from noncontrolling interests

      —           —           —          —           —          —          —           —          10,955,000        10,955,000   

Distributions to noncontrolling interests

      —           —           —          —           —          —          —           —          (3,242,000 )      (3,242,000 ) 
  

 

 

     

 

 

     

 

 

    

 

 

     

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

 

 

  

Balance, December 31, 2010

      132,550       $ —           40,179,906      $ 4,000       $ 284,669,000      $ 17,777,000      $ 9,043,000       $ (11,301,000 )    $ 12,714,000      $ 312,906,000   
  

 

 

     

 

 

     

 

 

    

 

 

     

 

 

    

 

 

    

 

 

     

 

 

    

 

 

    

 

 

  

See accompanying notes to consolidated financial statements.

 

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Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

 

     Year ended December 31,  
     2010     2009     2008  

Cash flows from operating activities:

       

Net income (loss)

    $ 6,485,000      $ (9,657,000 )    $ 667,000   

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

       

Gain from sale of real estate

      (1,223,000 )      (16,520,000 )      —     

Gain from sale of real estate—related party

      (723,000 )      (946,000 )      —     

Gain on early extinguishment of debt

      (16,670,000 )      —          —     

Loss on early extinguishment of debt

      4,788,000        —          —     

Remeasurement gain

      (2,108,000 )      —          —     

Note receivable and accrued interest forgiven in Merger

      —          4,281,000        —     

Depreciation and amortization

      1,618,000        1,122,000        920,000   

Provision for deferred income taxes

      6,158,000        4,497,000        3,372,000   

Amortization of deferred loan costs

      262,000        917,000        658,000   

Amortization of beneficial conversion of convertible subordinated debt

      168,000        285,000        —     

Equity in joint venture income

      (10,548,000 )      (8,019,000 )      (10,097,000 ) 

Accretion of interest income on loan pool participations and notes receivable

      (11,855,000 )      —          —     

Amortization of deferred compensation

      —          1,543,000        1,015,000   

Stock compensation expense

      8,094,000        2,314,000        —     

2009 Equity Participation Plan replacement payment

      —          (1,500,000 )      —     

Other than temporary impairment on available-for-sale security, net of tax

      —          194,000        —     

Change in assets and liabilities:

       

Accounts receivable

      (1,039,000 )      204,000        3,144,000   

Accounts receivable—related party

      (2,784,000 )      381,000        (3,521,000 ) 

Income tax receivable

      6,848,000        (4,480,000 )      (2,368,000 ) 

Operating distributions from joint ventures

      5,931,000        514,000        294,000   

Operating distributions from loan pool participation

      266,000        —          —     

Other assets

      1,432,000        (2,893,000 )      (1,339,000 ) 

Accounts payable

      644,000        501,000        (374,000 ) 

Accrued expenses and other liabilities

      93,000        410,000        1,816,000   

Accrued salaries and benefits

      6,320,000        1,626,000        (4,450,000 ) 

Income taxes payable

      —          —          (4,406,000 ) 
  

 

 

    

 

 

    

 

 

  

Net cash provided by (used in) operating activities

      2,157,000        (25,226,000 )      (14,669,000 ) 
  

 

 

    

 

 

    

 

 

  

 

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Table of Contents
     Year ended December 31,  
     2010     2009     2008  

Cash flows from investing activities:

       

Additions to notes receivable

      (25,636,000 )      (500,000 )      —     

Settlements of notes receivable

      8,438,000        302,000        26,000   

Additions to notes receivable—related party

      (5,914,000 )      (8,774,000 )      (300,000 ) 

Settlements of notes receivable—related party

      8,721,000        2,935,000        6,000   

Additions to notes receivable from sale of real estate

      —          (2,663,000 )      —     

Settlements of notes receivable from sale of real estate

      —          1,858,000     

Net proceeds from sale of real estate held for sale

      3,639,000        58,027,000        5,181,000   

Net proceeds from sale of real estate—related party

      9,548,000        —          —     

Purchases of and additions to real estate

      (23,764,000 )      (35,800,000 )      (41,460,000 ) 

Assets acquired in merger

      —          89,181,000        —     

Distributions from joint ventures

      10,177,000        2,374,000        12,903,000   

Contributions to joint ventures

      (83,891,000 )      (37,933,000 )      (73,129,000 ) 

Contributions to loan pool participation

      (16,154,000 )      —          —     
  

 

 

    

 

 

    

 

 

  

Net cash (used in) provided by investing activities

      (114,836,000 )      69,007,000        (96,773,000 ) 
  

 

 

    

 

 

    

 

 

  

Cash flow from financing activities:

       

Borrowings under notes payable

      4,250,000        37,059,000        20,161,000   

Repayment of notes payable

      (5,600,000 )      (32,114,000 )      (8,973,000   

Borrowings under lines of credit

      48,250,000        20,500,000        47,957,000   

Repayment of lines of credit

      (30,500,000 )      (24,000,000 )      (39,457,000 ) 

Borrowings under mortgage loans payable

      20,016,000        30,286,000        30,316,000   

Repayment of mortgage loans payable

      (24,735,000 )      (35,866,000 )      (10,852,000 ) 

Issuance of convertible subordinated debt

      —          —          30,000,000   

Repayment of convertible subordinated debt

      (32,550,000        —          —     

Debt issue costs

      (644,000 )      (798,000 )      (518,000 ) 

Issuance of preferred stock

      132,294,000        —          —     

Issuance of common stock

      —          59,000        52,447,000   

Repurchase of common stock

      (11,301,000 )      (3,690,000 )      (6,170,000 ) 

Repurchase of warrants

      (11,500,000 )      —          —     

Dividends paid

      (4,533,000 )      (3,235,000 )      (2,264,000 ) 

Contributions from noncontrolling interests

      10,955,000        6,804,000        482,000   

Distributions to noncontrolling interests

      (3,242,000 )      (10,712,000 )      (504,000 ) 
  

 

 

    

 

 

    

 

 

  

Net cash provided by (used in) financing activities

      91,160,000        (15,707,000 )      112,625,000   

Effect of currency exchange rate changes on cash and cash equivalents

      10,703,000        3,879,000        400,000   
  

 

 

    

 

 

    

 

 

  

Net change in cash and cash equivalents

      (10,816,000        31,953,000        1,583,000   

Cash and cash equivalents, beginning of year

      57,784,000        25,831,000        24,248,000   
  

 

 

    

 

 

    

 

 

  

Cash and cash equivalents, end of year

    $ 46,968,000      $ 57,784,000      $ 25,831,000   
  

 

 

    

 

 

    

 

 

  

Supplemental disclosure of non-cash investing activities:

       

Unrealized loss on marketable security, net of tax of $5,000 and $129,000, respectively

    $ 11,000      $ 194,000      $ —     

Acretion of preferred stock issuance costs

      25,000        —          —     

See accompanying notes to consolidated financial statements.

 

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Kennedy-Wilson Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows—(continued)

During 2010, as a result of the consolidation of two joint venture investments and a subsequent deconsolidation of one of those entities, accounts receivable increased by $171,000, real estate increased by $28,464,000, investment in joint ventures increased by $3,292,000, other assets increased by $3,174,000, accrued expenses and other liabilities increased by $323,000 and mortgage loan payable increased by $32,670,000.

In 2009, the debt on a piece of land that was sold was assumed by the buyer resulting in a decrease of proceeds from the sale of real estate of $2,025,000 and reduction of repayment of mortgage loans payable of $2,025,000.

In 2008, the Company converted notes receivable from various executives and directors of the Company related to a joint venture investment in Japan into equity in the Japanese joint venture resulting in an increase in investments in joint ventures of $4,397,000 and a decrease in notes receivable of $4,397,000.

Supplemental cash flow information:

 

     Year ended December 31,  
     2010      2009     2008  

Cash paid (received) during the year for:

        

Interest

    $ 8,400,000       $ 11,618,000      $ 6,945,000   

Interest capitalized

    $ 790,000       $ —        $ 999,000   

Income taxes

    $ 25,000       $ (4,130,000 )    $ 4,000,000   

See accompanying notes to consolidated financial statements.

 

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Kennedy-Wilson Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2010, 2009 and 2008

NOTE 1—ORGANIZATION

Kennedy-Wilson Holdings, Inc., a Delaware corporation, and its subsidiaries (“Kennedy-Wilson” or “KWH”), provide various commercial and residential real estate services including property management, asset management, brokerage and marketing in the U.S. and Japan primarily to institutional investors, financial institutions, pension funds, and developers. Kennedy-Wilson, principally through joint venture investments, also acquires, renovates and resells commercial and residential real estate, and invests in discounted loan portfolios.

On November 13, 2009, the stockholders of Prospect Acquisition Company (“Prospect”) approved a merger with Kennedy-Wilson, Inc. (“KWI”), whereby KWI became a wholly-owned subsidiary of Prospect, which was renamed Kennedy-Wilson Holdings, Inc. (the “Merger”). The directors and officers of KWI immediately before the Merger became the directors and officers of Kennedy-Wilson, except that one of the KWI directors immediately before the Merger resigned and was replaced by a director from Prospect (see note 3).

Kennedy-Wilson has evaluated all subsequent events through the date that the financial statements are available for issuance.

NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION—The consolidated financial statements include the accounts of Kennedy-Wilson and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In addition, Kennedy-Wilson evaluates its relationships with other entities to identify whether they are variable interest entities as defined by FASB Accounting Standards Codification (ASC) Subtopic 810 – Consolidation and to assess whether it is the primary beneficiary of such entities. If the determination is made that Kennedy-Wilson is the primary beneficiary, then that entity is consolidated into the consolidated financial statements in accordance with Consolidations ASC Subtopic 810-10. The ownership of the other interest holders of consolidated subsidiaries is reflected as noncontrolling interests.

USE OF ESTIMATES—The preparation of the accompanying consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosure about contingent assets and liabilities, and reported amounts of revenues and expenses. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile energy markets, and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

REVENUE RECOGNITION—Revenue primarily consists of management fees, performance fees, commission revenue and sales of real estate.

Management fees are primarily comprised of property management fees, base asset management fees, and acquisition fees. Property management fees are earned for managing the operations of real estate assets and are based on a fixed percentage of the revenues generated from the respective real estate assets. Base asset

 

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management fees are earned from limited partners of funds Kennedy-Wilson sponsors and are generally based on a fixed percentage of committed capital or net asset value. These fees are recognized as revenue ratably over the period that the respective services are performed. Acquisition fees are earned for identifying and closing investments on behalf of investors and are based on a fixed percentage of the acquisition price. Acquisition fees are recognized upon the successful completion of an acquisition after all required services have been performed.

Performance fees or carried interest are allocated to the general partner or special limited partner of Kennedy-Wilson’s real estate funds based on the cumulative fund performance to date that are subject to preferred return to the limited partners. At the end of each reporting period, Kennedy-Wilson calculates the performance fee that would be due to the general partner and special limited partner interests for a fund, pursuant to the fund agreement, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Performance Fee to reflect either (a) positive performance resulting in an increase in the performance fee allocated to the general partner or (b) negative performance that would cause the amount due to the Kennedy-Wilson to be less than the amount previously recognized as revenue, resulting in a negative adjustment to performance fees allocated to the general partner. Substantially all of the carried interest is recognized in equity in joint venture income and in certain instances the performance fees are recognized in management and leasing fees in our consolidated statement of operations and comprehensive income (loss).

Commissions primarily consist of auction and real estate sales commissions and leasing commissions. In the case of auction and real estate sales commissions, the revenue is generally recognized when escrow closes. In accordance with the guidelines established for Reporting Revenue Gross as a Principal versus Net as an Agent in the ASC Subtopic 605-45, Kennedy-Wilson records commission revenues and expenses on a gross basis. Of the criteria listed in the Subtopic 605-45, Kennedy-Wilson is the primary obligor in the transaction, does not have inventory risk, performs all or part of the service, has credit risk, and has wide latitude in establishing the price of services rendered and discretion in selection of agents and determination of service specifications. Leasing fees that are payable upon tenant occupancy, payment of rent or other events beyond Kennedy-Wilson’s control are recognized upon the occurrence of such events.

Sales of real estate are recognized at the close of escrow when title to the real property passes to the buyer and there is no continuing involvement in the real property. Kennedy-Wilson follows the requirements for profit recognition as set forth by the Sale of Real Estate ASC Subtopic 360-20.

INVESTMENTS IN JOINT VENTURES—Kennedy-Wilson has a number of joint venture interests, generally ranging from 5% to approximately 50%, that were formed to acquire, manage, and/or sell real estate. Investments in joint ventures which Kennedy-Wilson does not control are accounted for under the equity method of accounting as Kennedy-Wilson can exercise significant influence, but does not have the ability to control the joint venture. An investment in a joint venture is recorded at its initial investment and is increased or decreased by Kennedy-Wilson’s share of undistributed income or loss and less distributions. A decline in the value of an investments in a joint venture that is other than temporary is recognized when evidence indicates that such a decline has occurred in accordance with Equity Method Investments ASC Subtopic 323-10.

Profits on the sale of real estate held by joint ventures in which Kennedy-Wilson has continuing involvement are deferred until such time that the continuing involvement has been resolved and all the risks and rewards of ownership have passed to the buyer. Profit on sales to joint ventures in which Kennedy-Wilson retains an equity ownership interest results in partial sales treatment in accordance with Sale of Real Estate ASC Subtopic 360-20, thus deferring a portion of the gain as a result of Kennedy-Wilson’s continuing ownership percentage in the joint ventures.

Kennedy-Wilson has two investments in joint ventures, KW Property Fund III, L.P. (KW Fund III) and SG KW Venture I, LLC (the Funds) that are investment companies under the Investment Companies ASC Subtopic

 

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946-10. Thus, the Funds reflect their investments at fair value, with unrealized gains and losses resulting from changes in fair value reflected in earnings. Kennedy-Wilson has retained the specialized accounting for the Funds pursuant to Retention of Specialized Accounting for Investments in Consolidation ASC Subtopic 810-10 in recording its equity in joint venture income from the Funds.

FAIR VALUE MEASUREMENTS—Kennedy-Wilson accounts for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis under the provisions of Fair Value Measurements ASC Subtopic 820-10. Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

GOODWILL—Goodwill results from the difference between the purchase price and the fair value of net assets acquired based upon the purchase method of accounting for business combinations. In accordance with Accounting for Goodwill ASC Subtopic 350-20, goodwill is reviewed for impairment on an annual basis. In testing for impairment, goodwill is assigned to the reporting unit based upon the amount of goodwill generated at the time of acquisition of the businesses by the reporting unit. An earnings multiple appropriate to the respective reporting unit is applied to the cash basis net operating income of the reporting unit. This process enables an approximation of the reporting unit’s value, which is then compared to the net book value of the reporting unit. As a result of the evaluation performed as described above, Kennedy-Wilson has determined that there was no impairment of goodwill as of December 31, 2010, 2009 and 2008.

CASH AND CASH EQUIVALENTS—Cash and cash equivalents consist of cash and all highly liquid investments purchased with maturities of three months or less.

LONG-LIVED ASSETS—Kennedy-Wilson reviews its long-lived assets (excluding goodwill) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Impairment of Long-Lived Assets ASC Subtopic 360-10. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are presented separately in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of the assets to be disposed of classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

INVESTMENTS IN LOAN POOL PARTICIPATIONS AND NOTES RECEIVABLE—Interest income from investments in loan pool participations and notes receivable acquired with deteriorated credit quality are recognized on a level yield basis under the provisions of Loans and Debt Securities Acquired with Deteriorated Credit Quality ASC Subtopic 310-30, where a level yield model is utilized to determine a yield rate which, based upon projected future cash flows, accretes interest income over the estimated holding period. When the future cash flows of a note cannot be reasonably estimated, cash payments are applied to the cost basis of the note until it is fully recovered before any interest income is recognized.

FAIR VALUE OF FINANCIAL INSTRUMENTS—The estimated fair value of financial instruments is determined using available market information and appropriate valuation methodologies. Considerable judgment, however, is necessary to interpret market data and develop the related estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. The use of different market assumptions or estimation methodologies may have a material impact on the estimated fair value amounts.

NONCONTROLLING INTERESTS—Noncontrolling interests are reported within equity as a separate component of Kennedy-Wilson’s equity in accordance with Noncontrolling Interests in Consolidated Financial

 

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Statements ASC Subtopic 810-10. Revenues, expenses, gains, losses, net income or loss, and other comprehensive income are reported in the consolidated statement of operations and comprehensive income (loss) at the consolidated amounts and separately stated are amounts attributable to noncontrolling interests.

CAPITALIZED INTEREST—Kennedy-Wilson capitalizes interest in accordance with Capitalization of Interest Cost ASC Subtopic 835-20 for assets that are undergoing development or entitlement activities in preparation for their planned principal operations. For qualifying equity investments, interest is capitalized in accordance with Capitalization of Interest Cost in Financial Statements That Include Investments Accounted for Under the Equity Method ASC Subtopic 835-20. An appropriate interest rate is applied to Kennedy-Wilson’s cash investment in the qualifying asset. The interest is credited against interest expense and added to the basis in the investment. Interest is capitalized when the development or entitlement activity commences and ceases when the investment has begun its planned principal operations.

GUARANTEES—Kennedy-Wilson has certain guarantees associated with loans secured by assets held in various joint venture investments. The maximum potential amount of future payments (undiscounted) Kennedy-Wilson could be required to make under the guarantees was $28 million and $35 million at December 31, 2010 and 2009, respectively. The guarantees expire through 2011 and Kennedy-Wilson’s performance under the guarantees would be required to the extent there is a shortfall in liquidation between the principal amount of the loan and the net sales proceeds of the asset. Based upon Kennedy-Wilson’s evaluation of guarantees under Estimated Fair Value of Guarantees ASC Subtopic 460-10, the estimated fair value of guarantees made as of December 31, 2010 and 2009 is immaterial.

CONCENTRATION OF CREDIT RISK—Financial instruments that subject Kennedy-Wilson to credit risk consist primarily of accounts and notes receivable and cash equivalents. Credit risk is generally diversified due to the large number of entities composing Kennedy-Wilson’s customer base and their geographic dispersion throughout the U.S. Kennedy-Wilson performs ongoing credit evaluations of its customers and debtors. Cash and cash equivalents are invested in institutions insured by government agencies. Certain accounts contain balances in excess of the insured limits.

EARNINGS PER SHARE—Basic earnings per share is computed based upon the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share is computed based upon the weighted average number of shares of common stock and potentially dilutive securities outstanding during the periods presented. The dilutive impact of potentially dilutive securities including unvested shares, convertible securities and warrants which were outstanding during the period calculated by the “treasury stock” method.

REPURCHASE OF EQUITY INSTRUMENTS—Upon the decision to retire repurchased equity instruments, Kennedy-Wilson records the retirement as a reduction to additional paid in capital.

SHARE-BASED PAYMENT ARRANGEMENTS—Kennedy-Wilson accounts for its share-based payment arrangements under the provisions of Share-Based Payments ASC Subtopic 718-10. Compensation cost for employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the share-based award that is ultimately settled in equity of Kennedy-Wilson. The cost of employee services is recognized over the period during which an employee provides service in exchange for the share-based payment award. Share-based payment arrangements that vest ratably over the requisite service period are recognized on the straight-line basis and performance awards that vest ratably are recognized on a tranche by tranche basis over the performance period. Unrecognized compensation costs for share-based payment arrangements that have been modified are recognized over the original service or performance period.

FAIR VALUE OPTION—Kennedy-Wilson accounts for financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings in accordance with the provisions of Fair Value Measurements and Disclosures ASC Subtopic 820-10.

 

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INCOME TAXES—Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In accordance with Accounting for Uncertainty in Income Taxes ASC Subtopic 740-10, Kennedy-Wilson recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Kennedy-Wilson records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses.

RECENT ACCOUNTING PRONOUNCEMENTS—In December 2010, the FASB issued Accounting Standards Codification (ASC) Update No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. The amendments in this Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Kennedy-Wilson expects that the adoption of ASU 2010-29 will not have a material impact on its consolidated financial statements.

In April 2010, the FASB issued ASC Update No. 2010-18, Receivables (Topic 310): Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset—a consensus of the FASB Emerging Issues Task Force, to clarify that loan modifications within loan pools accounted for as a single asset do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. Update No. 2010-18 is effective for interim and annual reporting periods ending after July 15, 2010, with early adoption permitted. This update is consistent with Kennedy-Wilson’s current policy and, as such, Update No. 2010-18 has no material impact on the accompanying condensed consolidated financial statements.

In January 2010, the FASB issued Accounting Standards Codification (ASC) Update No. 2010-06, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements, to improve disclosure requirements related to Fair Value Measurements and Disclosures – Subtopic 820. Update No. 2010-06 is effective for interim and annual reporting periods ending after December 15, 2009, except for the disclosures about purchases, sales, issuance, and settlements in the roll forward activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010. Update No. 2010-06 was adopted on January 1, 2010, and there is no material impact to the accompanying consolidated financial statements. Additionally, Kennedy-Wilson has adopted the disclosures requirements about purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements.

RECLASSIFICATIONS—Certain balances included in prior years’ financial statements have been reclassified to conform with current year presentation.

NOTE 3—BUSINESS COMBINATIONS

Prospect Acquisition Corp.

On November 13, 2009, KWI merged with Prospect, a blank check company formed for the purpose of acquiring control of, through a merger, capital stock exchange, asset acquisition, reverse capitalization, stock purchase, reorganization or other similar business combination, one or more operating businesses or assets in the financial services industry (the “Merger”). The resulting merged entity is KWH which continues the business

 

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operations of KWI, including all of their personnel and management. Consequently, the Merger achieved Prospect’s business combination purpose while providing $89 million in cash for KWH to take immediate actions to acquire real estate and loans secured by real estate in the distressed real estate markets in the United States and abroad.

The Merger was accounted for as a reverse acquisition in accordance with Business Combinations ASC 805-40, because the stockholders of KWI immediately prior to the consummation of the Merger obtained effective control of Prospect, immediately following completion of the Merger, through (1) their stockholder interest comprising the largest single control block of shares in the post-merger company, (2) a majority of the members of the board of directors of the post-merger company being comprised of KWI directors (initially, six directors of KWI and one director of Prospect), and (3) all of the senior executive officers of the post-merger company being comprised of KWI executive officers. Accordingly, the assets, liabilities and results of operations of KWI have become the historical financial statements of Prospect at the closing of the Merger, and Prospect’s assets (primarily cash and cash equivalents), liabilities and results of operations have been consolidated with KWI beginning on the date of the Merger, again becoming the combined entity of Kennedy-Wilson. The components of equity are the retained earnings and other equity balances of KWI immediately before the Merger with the capital share account of KWI adjusted to reflect the par value of the outstanding shares of Prospect. Assets, liabilities, and results of operations of Prospect have been consolidated at fair value in accordance with Business Combinations ASC Subtopic 805-10. All direct costs of the Merger have been charged to operations in the period that such costs were incurred.

Effective with the Merger, common stockholders of KWI received as consideration 20.4 million shares of Prospect’s common stock and preferred stockholders of KWI received as consideration 5.6 million shares of Prospect’s common stock, for an aggregate consideration of 26.0 million shares of Prospect common stock. In addition, 2.5 million shares of Prospect common stock were reserved for issuance to employees, non-employees and management of Kennedy-Wilson pursuant to an equity compensation plan adopted by Prospect’s board of directors and approved by Prospect’s stockholders on November 13, 2009. Upon completion of the Merger, Prospect shareholders were granted 12.8 million shares of KWH, with a fair value of $89 million, resulting in 31% ownership in the combined company Kennedy-Wilson. The net assets received from Prospect were $89 million of cash, no material liabilities were assumed, and no other identifiable intangible assets were acquired. Because the value of the consideration given to Prospect equals the fair value of the net identifiable assets, no goodwill was recorded from the Merger.

Merger related costs (in millions and included in the accompanying consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2009:

 

Compensation and related

    $ 12.5   

General and administrative

      3.6   
  

 

 

  

Total

    $ 16.1   
  

 

 

  

 

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The amount of Prospect revenue and earnings included in the accompanying consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2009 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2009 and January 1, 2008, are as follows:

 

(Unaudited, numbers in thousands, except for per share
amounts)		    Revenue      Net Income
Attributable to
Kennedy-Wilson
common
shareholders		      Earnings Per
Share		  

Actual Prospect from November 13, 2009—December 31, 2009

    $ 20       $ 16       $ —     

Supplemental pro forma from January 1, 2009—December 31, 2009

      86,295         3,323         0.09   

Supplemental pro forma from January 1, 2008—December 31, 2008

      36,034         1948         0.05   

This unaudited pro forma financial information is not intended to represent or be indicative of what would have occurred if the transaction had taken place on the dates presented and is not indicative of what Kennedy-Wilson’s actual results of operations would have been had the acquisition been completed at the beginning of the periods indicated above.

Fairways 340, LLC

In June 2010, Kennedy-Wilson acquired its partners interest to obtain 100% of the interest in Fairways 340, LLC (“Fairways”) that was previously accounted for under the equity method. The assets, liabilities, and results of the operations of Fairways at the date of acquisition were consolidated at fair value and direct costs of the business combination have been charged to operations in the period that such costs were incurred in accordance with Business Combinations ASC Subtopic 805-10. Kennedy-Wilson had a 49.83% ownership interest and equity with a fair value of $8.9 million before the combination and the combination was considered to be achieved in stages. As a result of remeasuring its basis at fair value (utilizing an income approach) upon the combination, Kennedy-Wilson recorded a remeasurement gain in the amount of $2.1 million in the accompanying consolidated statement of operations and comprehensive income (loss).

Subsequently, in October 2010, Kennedy-Wilson sold a controlling interest in Fairways to KW Fund III (of which KWH owns an 11.62% interest in) retaining a direct 50% ownership interest. The sale, which was considered in substance a sale of real estate, resulted in a gain of $0.7 million, after deferral of $0.1 million for the retained ownership interest, which is included in the accompanying consolidated statements of operations and comprehensive income (loss). During the period in which Fairways was consolidated, Kennedy-Wilson recorded $1.2 million in rental revenue, $0.6 million in rental and other expenses, $0.4 million in depreciation expense, and $0.3 million in interest expense in the accompanying consolidated statement of operations and comprehensive income (loss). At December 31, 2010, Fairways is presented as an equity method investment in joint venture.

 

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NOTE 4—NOTES RECEIVABLE

Notes receivable consists of the following:

 

     December 31,  
     2010      2009  

Note receivable, fixed interest rate of 10%, interest only, due December 2011, secured by personal property

    $ 485,000       $ 500,000   

Note pool acquired with deteriorated credit quality consisting of loans secured by collateral located in Southern California, and Las Vegas, Nevada with various interest rates and maturities. (see additional discussion below)

      18,402,000         —     

Note receivable, fixed interest rate of 8%, interest only, due May 2012, secured by personal guarantees of borrowers

      1,000,000         —     

Note receivable, fixed interest rate of 12%, interest only, due September 2012

      377,000         —     

Other

      —           41,000   
  

 

 

     

 

 

  

Total notes receivable

      20,264,000         541,000   

Note receivable from a joint venture investment, fixed interest rate of 10%, principal and accrued interest, secured by deed of trust, repaid in 2010

      —           805,000   

Note receivable from a joint venture investment, fixed interest rate of 10% payments due from positive NOI, otherwise principal and accrued interest secured by deed of trust, repaid in 2010

      —           1,352,000   

Note receivable from a joint venture investment, fixed interest rate of 15%, principal and accrued interest due December 2011, secured by deed of trust

      2,898,000         4,487,000   

Note receivable from a joint venture investment, fixed interest rate of 10%, principal and accrued interest due December 2011

      939,000         —     
  

 

 

     

 

 

  

Total notes receivable from related parties

      3,837,000         6,644,000   
  

 

 

     

 

 

  
   $ 24,101,000       $ 7,185,000   
  

 

 

     

 

 

  

In 2010, Kennedy-Wilson entered into an arrangement to purchase a pool of loans or notes receivable with deteriorated credit quality from a bank for $25.3 million. Kennedy-Wilson expects to accrete $4.3 million in interest income on the notes receivable over the estimated collection period. The amount contractually due under the terms of the notes as of December 31, 2010 is $33.3 million. Contractual payments of principal and interest of $0.1 million are due monthly. During the year ended December 31, 2010, Kennedy-Wilson has accreted $2.4 million as interest income on the notes receivable in the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2010, the assets and debt related to the notes receivable are $18.4 million and $15.0 million (see Note 13), respectively.

 

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NOTE 5—REAL ESTATE

Kennedy-Wilson’s investment in real estate includes the following:

 

     December 31,    

 

  
     2010     2009  

Office building in Japan

    $ 9,279,000      $ 8,375,000   

House in Kona, Hawaii

      8,724,000        8,724,000   

204-unit residential apartment complex in Lompoc, California

      25,780,000        25,707,000   

2,700 acres of ranch land in Oahu, Hawaii

      36,726,000        —     

Residential land in Kona, Hawaii

      4,101,000        —     

Other

      2,097,000        845,000   
  

 

 

    

 

 

  
     86,707,000        43,651,000   

Less: Accumulated depreciation

      (4,006,000 )      (3,070,000 ) 
  

 

 

    

 

 

  

Total

    $ 82,701,000      $ 40,581,000   
  

 

 

    

 

 

  

During 2010, Kennedy-Wilson acquired a controlling interest and assumed the debt of a 2,700 acre ranch in Hawaii. The purchase price of the controlling interest combined with previously capitalized investments made by Kennedy-Wilson and the $16.0 million payoff of debt at a discount resulted in the new basis consolidated in the amount of $36.7 million as of December 31, 2010. The ranch is currently being developed for its intended use. As such, $0.8 million of avoidable interest has been capitalized to the project.

During 2010, Kennedy-Wilson purchased a note from a bank for $5.3 million secured by a house in Kona, Hawaii. The borrower subsequently transferred the deed to Kennedy-Wilson in lieu of a foreclosure. In addition, the borrower paid Kennedy-Wilson $0.2 million and issued an unsecured promissory note in the amount of $1.0 million.

During 2008, Kennedy-Wilson sold its interest in an entity that owned an office building located in Glendora, California for $1,488,000. The sale resulted in a gain of $564,000, which is included in rental and other income in the accompanying consolidated statements of income and comprehensive income (loss). Kennedy-Wilson continues to provide management services to the property and therefore it is not included in discontinued operations.

NOTE 6—REAL ESTATE AVAILABLE FOR SALE

In 2009, Kennedy-Wilson acquired a 149-unit condominium project located in Los Angeles, California. The project was purchased for the purposes of resale and was classified as held for sale at the date of acquisition. During 2009, Kennedy-Wilson sold 138 units with a historical cost basis of $34.4 million for a gain of $16.5 million. During 2010, Kennedy-Wilson sold the 11 remaining units with a historical cost basis of $2.5 million for a gain of $1.2 million.

NOTE 7—INVESTMENTS IN JOINT VENTURES

Kennedy-Wilson has a number of joint venture interests, generally ranging from 5% to approximately 50%, that were formed to acquire, manage, and/or sell real estate. Kennedy-Wilson has significant influence over these entities, but not voting or other control and, accordingly, these investments are accounted for under the equity method.

 

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Summarized financial data of the joint ventures is as follows:

 

    December 31, 2010  
    KW Residential,
LLC		     Greater than
20% (1)		     10% - 20% (2)     Other     Total  

Balance sheets for equity method investments:

          

Assets

          

Cash and restricted cash

   $ 26,792,000      $ 25,248,000      $ 396,000      $ 25,647,000      $ 78,083,000   

Real estate

     609,430,000        215,473,000        119,252,000        1,787,396,000        2,731,551,000   

Other

     10,571,000        7,056,000        28,583,000        183,125,000        229,335,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total assets

   $ 646,793,000      $ 247,777,000      $ 148,231,000      $ 1,996,168,000      $ 3,038,969,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Liabilities

          

Debt

   $ 338,228,000      $ 81,544,000      $ 66,198,000      $ 1,351,208,000      $ 1,837,178,000   

Other

     18,457,000        4,219,000        3,273,000        44,454,000        70,403,000   

Total liabilities

     356,685,000        85,763,000        69,471,000        1,395,662,000        1,907,581,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Partners’ capital

          

Kennedy Wilson

     108,265,000        35,807,000        36,182,000        76,713,000        256,967,000   

Other partners

     181,843,000        126,207,000        42,578,000        523,793,000        874,421,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total partners’ capital

     290,108,000        162,014,000        78,760,000        600,506,000        1,131,388,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total liabilities and partners’ capital

   $ 646,793,000      $ 247,777,000      $ 148,231,000      $ 1,996,168,000      $ 3,038,969,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

     December 31, 2009  
     KW Residential,
LLC		      Other      Total  

Balance sheets for equity method investments:

         

Assets

         

Cash and restricted cash

    $ 32,343,000       $ 18,721,000       $ 51,064,000   

Real estate

      548,927,000         1,759,495,000         2,308,422,000   

Other

      12,965,000         169,622,000         182,587,000   
  

 

 

     

 

 

     

 

 

  

Total assets

    $ 594,235,000       $ 1,947,838,000       $ 2,542,073,000   
  

 

 

     

 

 

     

 

 

  

Liabilities

         

Debt

    $ 307,877,000       $ 1,045,862,000       $ 1,353,739,000   

Other

      11,618,000         51,234,000         62,852,000   
  

 

 

     

 

 

     

 

 

  

Total liabilities

      319,495,000         1,097,096,000         1,416,591,000   
  

 

 

     

 

 

     

 

 

  

Partners’ capital

         

Kennedy Wilson

      91,276,000         87,766,000         179,042,000   

Other partners

      183,464,000         762,976,000         946,440,000   
  

 

 

     

 

 

     

 

 

  

Total partners’ capital

      274,740,000         850,742,000         1,125,482,000   
  

 

 

     

 

 

     

 

 

  

Total liabilities and partners’ capital

    $ 594,235,000       $ 1,947,838,000       $ 2,542,073,000   
  

 

 

     

 

 

     

 

 

  

 

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Total investments are comprised of the following:

 

     Year ended December 31, 2010  
     KW Residential,
LLC		      Greater than
20% (1)		      10% - 20% (2)      Other      Total  

Equity method

    $ 108,265,000       $ 35,807,000       $ 36,182,000       $ 76,713,000       $ 256,967,000   

Unrealized gain on fair value option

      —           —           7,384,000         —           7,384,000   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
     108,265,000         35,807,000         43,566,000         76,713,000         264,351,000   

Cost method

      —           —           —           2,535,000         2,535,000   

Total Investments

    $ 108,265,000       $ 35,807,000       $ 43,566,000       $ 79,248,000       $ 266,886,000   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

 

     Year ended December 31, 2009  
     KW Residential,
LLC		      Other      Total  

Equity method

    $ 91,276,000       $ 87,766,000       $ 179,042,000   

Unrealized gain on fair value option

         4,907,000         4,907,000   
  

 

 

     

 

 

     

 

 

  
     91,276,000         92,673,000         183,949,000   

Cost method

      —           1,303,000         1,303,000   
  

 

 

     

 

 

     

 

 

  

Total Investments

    $ 91,276,000       $ 93,976,000       $ 185,252,000   
  

 

 

     

 

 

     

 

 

  

 

     Year ended December 31, 2010  
     KW Residential,
LLC		     Greater than
20% (1)		     10% - 20% (2)     Other     Total  

Statements of income:

           

Revenues

    $ 34,784,000      $ 24,059,000      $ 11,214,000      $ 130,884,000      $ 200,941,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Depreciation

      11,857,000        4,461,000        2,369,000        38,143,000        56,830,000   

Interest

      12,235,000        6,177,000        3,041,000        45,765,000        67,218,000   

Other expenses

      15,920,000        18,695,000        5,968,000        71,702,000        112,285,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total expenses

      40,012,000        29,333,000        11,378,000        155,610,000        236,333,000   

Gains on extinguishment of debt

      —          9,092,000        —          4,734,000        13,826,000   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net (loss) Income

    $ (5,228,000 )    $ 3,818,000      $ (164,000 )    $ (19,992,000 )    $ (21,566,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net income allocation:

           

Kennedy Wilson

    $ (1,670,000 )    $ 7,238,000      $ 2,856,000      $ (353,000 )    $ 8,071,000   

Other partners

      (3,558,000 )      (3,420,000 )      (3,020,000 )      (19,639,000 )      (29,637,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Net (loss) income

    $ (5,228,000 )    $ (3,818,000 )    $ (164,000 )    $ (19,992,000 )    $ (21,566,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

 

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     Year ended December 31, 2009     Year ended December 31, 2008  
     KW Residential,
LLC		      Other     Total     KW Residential,
LLC		     Other      Total  

Statements of income:

               

Revenues

    $ 32,750,000       $ 140,119,000      $ 172,869,000      $ 28,323,000      $ 173,146,000       $ 201,469,000   
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

     

 

 

  

Depreciation

      12,021,000         36,221,000        48,242,000        5,413,000        40,155,000         45,568,000   

Interest

      14,828,000         51,764,000        66,592,000        12,936,000        51,689,000         64,625,000   

Other expenses

      17,361,000         66,228,000        83,589,000        14,044,000        61,969,000         76,013,000   
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

     

 

 

  

Total expenses

      44,210,000         154,213,000        198,423,000        32,393,000        153,813,000         186,206,000   

Gains on extinguishment of debt

      28,320,000         —          28,320,000        —          —           —     
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

     

 

 

  

Net (loss) Income

    $ 16,860,000       $ (14,094,000 )    $ 2,766,000      $ (4,070,000 )    $ 19,333,000       $ 15,263,000   
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

     

 

 

  

Net income allocation:

               

Kennedy Wilson

      5,949,000         3,107,000        9,056,000        (694,000 )      4,812,000         4,118,000   

Other partners

      10,911,000         (17,201,000 )      (6,290,000 )      (3,376,000 )      14,521,000         11,145,000   
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

     

 

 

  

Net (loss) income

    $ 16,860,000       $ (14,094,000 )    $ 2,766,000      $ (4,070,000 )    $ 19,333,000       $ 15,263,000   
  

 

 

     

 

 

    

 

 

    

 

 

    

 

 

     

 

 

  

 

(1) Investments in these joint ventures exceeds 20% of the total assets of Kennedy-Wilson as of December 31, 2010 or equity in income from the joint venture for the year ended December 31, 2010 exceeds 20% of Kennedy-Wilson’s income from continuing operations before income taxes for the year ended December 31, 2010.
(2) Investments in these joint ventures exceeds 10% of the total assets of Kennedy-Wilson at December 31, 2010 or equity in income from the joint venture for the year ended December 31, 2010 exceeds 10% of Kennedy-Wilson’s income from continuing operations before income taxes for the year ended December 31, 2010.

Equity in joint venture income for the years ended December 31:

 

     2010      2009     2008  

Net income allocation

    $ 8,071,000       $ 9,056,000      $ 4,118,000   

Unrealized gain on fair value option

      2,477,000         (1,037,000 )      5,979,000   
  

 

 

     

 

 

    

 

 

  
   $ 10,548,000       $ 8,019,000      $ 10,097,000   
  

 

 

     

 

 

    

 

 

  

In 2010, Kennedy-Wilson formed a new joint venture platform which provides for a capital commitment from a joint venture partner in the amount of $250 million with Kennedy-Wilson’s capital commitment totaling $28 million. The commitment from the partner has a three-year investment period and each proposed investment within the platform is at the discretion of the joint venture partner. As of December 31, 2010, the partner has contributed $132.3 million of capital into three joint ventures. Through December 31, 2010, Kennedy-Wilson has contributed capital in the amount of $14.7 million, including $1.7 million of noncontrolling interests, into the three joint ventures. Of this amount, $12.7 million, including $1.3 million of noncontrolling interests, was used to buyout ownership interests from an existing joint venture partner in KW Residential, LLC (“KWR”). The remaining amount of $2.0 million, including $0.4 million of noncontrolling interests, was used to invest in new investments.

Additionally, during 2010, Kennedy-Wilson invested $14.2 million, including $4.4 million of noncontrolling interests, in six new joint ventures and recapitalized five joint ventures with $11.5 million, including $0.3 million of noncontrolling interests, to buyout ownership interests from existing joint venture partners.

Also, during 2010, Kennedy-Wilson made $31.0 million in additional contributions to existing joint venture investments. Of this amount $17.4 million was used by several joint ventures to pay down and/or refinance existing debt, which resulted in $5.3 million of gains from the early extinguishment of debt that is included in equity in joint venture income in the accompanying consolidated statements of operations and comprehensive income (loss).

 

 

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In 2010, Kennedy-Wilson received $16.1 million in distributions from its joint ventures, of which $5.9 million was from operations and $10.2 million was return of capital.

In 2010, Kennedy-Wilson recognized $10.1 million in gains from foreign currency translation adjustments from its investment in KWR. The foreign currency gain is included in other comprehensive income, net of deferred income taxes of $4.1 million in the accompanying consolidated statements of income and comprehensive income (loss).

Kennedy-Wilson has determined that it has no investments in variable interest entities as of December 31, 2010 and had investments in two variable interest entities as of December 31, 2009 and has concluded that Kennedy-Wilson is not the primary beneficiary. As of December 31, 2009, the variable interest entities had assets totaling $132 million with Kennedy-Wilson’s exposure to loss as a result of its interests in these variable interest entities totaling $7.0 million related to its equity contributions. In addition, as of December 31, 2009, Kennedy-Wilson had $14.2 million in the form of loan guarantees that represented 20% of the mortgage loans of the underlying variable interest entities.

Investments in which Kennedy-Wilson does not have significant influence are accounted for under the cost method of accounting. As of December 31, 2010 and 2009, Kennedy-Wilson had five investments accounted for under the cost method with a carrying value totaling $2.5 million and $1.3 million, respectively.

Distributions in excess of Kennedy-Wilson’s basis in investments in joint ventures totaling $56,000 were deferred for the year ended December 31, 2008 due to continuing involvement in the real estate sold by the joint venture. Total deferred revenues and gains on sale of investments in joint ventures included in accrued expenses and other liabilities were $3,943,000 and $3,664,000 at December 31, 2010 and 2009, respectively.

NOTE 8—INVESTMENTS IN LOAN POOL PARTICIPATIONS

In 2010, Kennedy-Wilson, in partnership with a bank, acquired two loan portfolios totaling approximately $424.5 million in unpaid principal balance. The loan portfolios, which were acquired from a regional bank, are comprised of loans secured by residential, hotel, retail, office, land, multifamily and other assets predominantly located in Southern California. Kennedy-Wilson expects to accrete $21.9 million, including $4.1 million of noncontrolling interest, in interest income from loan pool participations over the estimated collection period. The amount contractually due under the terms of the notes as of December 31, 2010 is $306.7 million. Contractual payments of principal and interest of $1.1 million are due monthly. During 2010, Kennedy-Wilson recognized $9.3 million, including $1.4 million in noncontrolling interests, of interest income from loan pool participations and notes receivable in the accompanying consolidated statement of operations and comprehensive income (loss). Kennedy- Wilson’s investment balance was $25.2 million at December 31, 2010.

NOTE 9—FAIR VALUE MEASUREMENTS AND THE FAIR VALUE OPTION

FAIR VALUE MEASUREMENTS—Fair Value Measurements and Disclosures ASC Subtopic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—Valuations based on unadjusted quoted market prices in active markets for identical securities.

Level 2—Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets and quoted prices in markets that are not active.

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment.

 

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The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The following table presents fair value measurements (including items that are required to be measured at fair value and items for which the fair value option has been elected) as of December 31, 2010

 

     Level 1      Level 2      Level 3      Total  

Available for sale securities

    $ 33,000       $ —         $ —         $ 33,000   

Investments in joint ventures

      —           —           34,654,000         34,654,000   
  

 

 

     

 

 

     

 

 

     

 

 

  
   $ 33,000       $ —         $ 34,654,000       $ 34,687,000   
  

 

 

     

 

 

     

 

 

     

 

 

  

The following table presents fair value measurements (including items that are required to be measured at fair value and items for which the fair value option has been elected) as of December 31, 2009

 

     Level 1      Level 2      Level 3      Total  

Available for sale securities

    $ 22,000       $ —         $ —         $ 22,000   

Investments in joint ventures

      —           —           19,590,000         19,590,000   
  

 

 

     

 

 

     

 

 

     

 

 

  
   $ 22,000       $ —         $ 19,590,000       $ 19,612,000   
  

 

 

     

 

 

     

 

 

     

 

 

  

The following table presents changes in Level 3 investments for the years ended December 31:

 

     2010     2009     2008  

Beginning balance

    $ 19,590,000      $ 15,088,000      $ 22,000   

Unrealized and realized gains

      6,199,000        2,725,000        7,047,000   

Purchases

      10,795,000        1,956,000        8,019,000   

Sales

      (1,930,000 )      (179,000 )      —     
  

 

 

    

 

 

    

 

 

  

Ending Balance

    $ 34,654,000      $ 19,590,000      $ 15,088,000   
  

 

 

    

 

 

    

 

 

  

The change in unrealized gains on level 3 investments during 2010, 2009 and 2008 for investments still held as of December 31, 2010, 2009 and 2008 was $6.2 million, $2.6 million, $7.0 million, respectively.

INVESTMENT IN INVESTMENT COMPANIES—Kennedy-Wilson records its investment in the Funds based upon the net assets that would be allocated to its interests in the Funds assuming the Funds were to liquidate their investments at fair value as of the reporting date. The Funds report their investments in real estate at fair value based on valuations of the underlying real estate holdings and indebtedness securing the real estate. The valuations of real estate were based on management estimates of the real estate assets using an income approach. Increases in fair value for the Funds of $3.7 million, $3.8 million, and $1.1 million were recorded in equity in joint venture income in the consolidated statement of operations and comprehensive income (loss) for the years ended December 31, 2010, 2009 and 2008, respectively. The indebtedness securing the real estate and the investments in debt securities were valued, in part, based on third party valuations and management estimates also using an income approach. Kennedy-Wilson’s investment balance in the Funds was $20.6 million and $7.9 million at December 31, 2010 and 2009, respectively, which are included in investments in joint ventures in the

accompanying consolidated balance sheet. As of December 31, 2010, Kennedy-Wilson has unfunded capital commitments to the Funds in the amounts of $3.3 million and $6.0 million, respectively.

FAIR VALUE OPTION—Kennedy-Wilson has elected the fair value option for two investments in joint venture entities that were acquired during 2009. Kennedy-Wilson elected to record these investments at fair value to more accurately reflect the timing of the value created in the underlying investments and report those results in current operations. The increase, decrease, and increase in fair value for these investments of $2.5 million, $1.0

 

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million, and $6.0 million were recorded in equity in joint venture income in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2010, 2009, and 2008, respectively. Kennedy-Wilson determines the fair value of these investments based upon the income approach, utilizing estimates of future cash flows, discount rates and liquidity risks.

FAIR VALUE OF FINANCIAL INSTRUMENTS—The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities, accrued salaries and benefits, deferred and accrued income taxes, and income tax receivable approximate fair value due to their short-term maturities. The carrying value of notes receivable (excluding related party notes receivable as they are presumed not to be an arm’s length transaction) approximate fair value as they are negotiated based upon the fair value of loans with similar characteristics. Bank lines of credit and debt approximate fair value as the terms are comparable to the terms currently being offered to Kennedy-Wilson.

NOTE 10—OTHER ASSETS

Office furniture and equipment and leaseholds improvements are carried at cost. The office furniture and equipment are depreciated over a period of three to ten years and the leasehold improvements are amortized over their estimated useful lives or the lease term, whichever is shorter. Other assets consist of the following:

 

     December 31,  
     2010     2009  

Office furniture and equipment

    $ 3,020,000      $ 1,404,000   

Less: Accumulated depreciation

      (661,000 )      (837,000 ) 
  

 

 

    

 

 

  
     2,359,000        567,000   

Prepaid expenses

      3,316,000        4,316,000   

Loan fees, net of accumulated amortization of $467,000 and $1,213,000 at December 31, 2010 and 2009, respectively

      1,629,000        1,248,000   

Deposits and other, net of accumulated amortization of $23,000 and $54,000 at December 31, 2010 and 2009, respectively

      1,546,000        874,000   
  

 

 

    

 

 

  
   $ 8,850,000      $ 7,005,000   
  

 

 

    

 

 

  

Depreciation and amortization expense related to the above depreciable assets was $279,000, $209,000, and $256,000 for the years ended December 31, 2010, 2009 and 2008, respectively.

NOTE 11—NOTES PAYABLE

Notes payable were incurred primarily in connection with the acquisition of joint venture investments and include the following:

 

     December 31,  
     2010      2009  

Note payable, interest payable monthly, $467,000 monthly principal payments,variable interest rate at the lenders base rate, 4% at December 31, 2010, unsecured, due August 2014

    $ 20,533,000       $ 26,133,000   

Note payable, fixed interest rate of 5%, interest payable monthly, unsecured, due November 2011

      4,250,000         —     
   $ 24,783,000       $ 26,133,000   
  

 

 

     

 

 

  

 

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Kennedy-Wilson is required to comply with debt covenants for its borrowings under the $20.5 million outstanding loan amount. The covenants include a tangible net worth, minimum liquidity, debt service coverage ratio, and a requirement to be profitable. At December 31, 2010, Kennedy-Wilson was in compliance with all covenants.

The aggregate maturities of notes payable subsequent to December 31, 2010 are: $9,850,000 in 2011, $5,600,000 in 2012, $5,600,000 in 2013, and $3,733,000 in 2014.

NOTE 12—BORROWINGS UNDER LINES OF CREDIT

In July 2010, Kennedy-Wilson entered into a new unsecured revolving credit facility with US Bank and East West Bank, which effectively increased its existing revolving credit facility from $30 million to $75 million, extended the maturity date to August 2013, and established an interest rate floor of 4% . The facility is available for acquisitions and working capital. The facility bears interest at rates ranging from LIBOR plus 2.50% to LIBOR plus 3.00%, with a floor of 4%. During 2010, the average outstanding borrowings under the facility was $16.3 million with the high and low outstanding balances being $27.8 million and $0, respectively. During 2009, the average outstanding borrowings under the previous facility was $19.1 million with the high and low outstanding balances being $26.0 million and $10.0, respectively. The borrowings under this facility had interest rates ranging from 3.23% to 4.00% and 3.25% to 4.50% during the years ended December 31, 2010 and 2009, respectively. The principal amount outstanding under this facility was $27.8 million as of December 31, 2010 and $10.0 million as of December 31, 2009.

Kennedy-Wilson’s ability to borrow under this facility is subject to compliance with certain financial covenants, including maximum balance sheet leverage and fixed charge coverage ratios. As of December 31, 2010 and 2009, Kennedy-Wilson was in compliance with the covenants.

NOTE 13—MORTGAGE LOANS PAYABLE

 

     December 31,  
     2010      2009  

Mortgage loan payable, variable interest rate of 1-month LIBOR plus 1.25% (1.51% at December 31, 2010), interest payable monthly, due January 2012, secured by multi-family property

      17,497,000         20,740,000   

Mortgage loan payable, variable interest rate of long-term prime lending rate plus 3.50% (4.80% at December 31, 2010), prime rate adjusts in April and August, interest and principal paid monthly, balance due October 2012, secured by office building

      2,784,000         2,778,000   

Mortgage loan payable, variable interest rate of 1.00% over prime, interest due quarterly, principal due based on release prices for settled loans, unpaid principal due upon maturity on May 2013

      14,968,000         —     

Mortgage loan payable, variable interest rate of prime, repaid in 2010

      —           450,000   
  

 

 

     

 

 

  
     35,249,000         23,968,000   
  

 

 

     

 

 

  

During 2010, Kennedy-Wilson assumed debt secured by a project in Hawaii (see Note 5) of $32.7 million and simultaneously settled the note for $16.0 million, resulting in a gain on early extinguishment of debt in the amount of $16.7 million (net of closing costs).

 

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The aggregate maturities of mortgage loans payable subsequent to December 31, 2010 are: $311,000 in 2011, $19,970,000 in 2012, and $14,968,000 in 2013.

NOTE 14—CONVERTIBLE SUBORDINATED DEBT

In July 2010, Kennedy-Wilson extinguished its convertible subordinated debt with a face value of $30.0 million for $32.5 million. The convertible subordinated debt was originally issued with a beneficial conversion feature and the carrying value of the convertible subordinated debt on the day of extinguishment was $27.7 million, net of the unamortized beneficial conversion of $2.3 million. The intrinsic value of the beneficial conversion feature was measured at $0.1 million on the day of extinguishment and was recorded as a reduction to additional paid in capital. The difference between the extinguishment amount and the carrying value of $4.8 million is included in the accompanying consolidated statement of operations and comprehensive income (loss) as a loss on early extinguishment of debt.

NOTE 15—JUNIOR SUBORDINATED DEBENTURES

In 2007, Kennedy-Wilson issued junior subordinated debentures in the amount of $40 million. The debentures were issued to a trust established by Kennedy-Wilson, which contemporaneously issued $40 million of trust preferred securities to Merrill Lynch International. The interest rate on the debentures is fixed for the first ten years at 9.06%, and variable thereafter at LIBOR plus 3.70%. Interest is payable quarterly with the principal due in 2037.

Prior to April 30, 2012, Kennedy-Wilson may redeem the debentures, upon a Special Event, as defined in the debentures, at a redemption price equal to 107.5% of the outstanding principal amount. After April 30, 2012, Kennedy-Wilson may redeem the debentures, in whole or in part, on any interest payment date at par.

Kennedy-Wilson is required to be in compliance with certain financial covenants, including maximum balance sheet leverage and fixed charge coverage ratios. As of December 31, 2010, Kennedy-Wilson was in compliance with the covenants.

NOTE 16—RELATED PARTY TRANSACTIONS

In 2010, in connection with the acquisition of third-party partners’ ownership interest in various joint venture investments, Kennedy-Wilson acquired the interests of various related party entities consisting of management and directors of Kennedy-Wilson for their net investments totaling $3.0 million.

During 2010, a noncontrolling entity comprised of Kennedy-Wilson executives co-invested $1.3 million with Kennedy-Wilson in the entity that invested in the venture that acquired a partial interest in KWR.

In 2010, Kennedy-Wilson sold a 50% ownership interest in Fairways and its entire 5% interest in another joint venture to KW Fund III in which it also has an ownership interest of 11.62% and is the general partner. The gain recognized on the sale of Fairways in the amount of $0.7 million is included in the accompanying consolidated statements of operations and comprehensive income (loss). The gain recognized on the sale of the 5% joint venture interest in the amount of $0.6 million is included in equity in income of joint ventures in the accompanying consolidated statements of operations and comprehensive income (loss). Gains on the sale of Fairways and the 5% joint venture interest were deferred in the amount of $0.2 million and are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

In 2010, the firm of Kulik, Gottesman & Mouton Ltd. was paid $177,000 for legal services provided by the firm and $43,000 for director’s fees for Kent Mouton, a partner in the firm and a member of Kennedy-Wilson’s Board of Directors, respectively. For 2009, the amounts were $366,000 and $25,000, respectively. For 2008, the

 

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amounts were $286,000 and $30,000, respectively. For the year ended December 31, 2009, Mr. Mouton received a payment of $10,000 upon the termination of the 2009 Equity Participation Plan. (See Note 19)

The firm of Solomon, Winnett & Rosenfield was paid $234,000, $219,000, and $194,000 for income tax services provided by the firm during the years ended December 31, 2010, 2009, and 2008, respectively. Jerry Solomon is a partner in the firm and a member of Kennedy-Wilson’s Board of Directors. For the years ended December 31, 2010, 2009, and 2008, Mr. Solomon was paid director’s fees in the amounts of $40,000, $22,000, and $29,000, respectively. For the year ended December 31, 2009, Mr. Solomon received a payment of $10,000 upon the termination of the 2009 Equity Participation Plan. (See Note 19)

In 2009, Kennedy-Wilson sold its ownership interest in two consolidated land projects to KW Fund III in which it also had an ownership interest of 7.64%. The gains recognized on the sale of these two ownership interests totaled $946,000 and are included in the accompanying consolidated statements of operations and comprehensive income (loss). Gains on the sale of the joint venture interests were deferred in the amount of $44,000 and are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

In 2008, Kennedy-Wilson sold its ownership interest in three joint venture investments to KW Fund III in which it also had an ownership interest of 7.64%. The gains recognized on the sale of these three ownership interests totaled $1,409,000 and are included in equity in income of joint ventures in the accompanying consolidated statements of operations and comprehensive income (loss). Gains on the sale of the joint venture interests were deferred in the amount of $56,000 and are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

In 2009, Kennedy-Wilson entered into a seven-year lease with an affiliate of a shareholder for its corporate offices in Beverly Hills, California commencing in January 2010 . In 2010, Kennedy-Wilson amended the lease to provide for the rental of additional square footage. As of December 31, 2010, the future minimum lease payments under this agreement are as follows:

 

Year

       

2011

    $ 1,206,000   

2012

      1,244,000   

2013

      1,282,000   

2014

      1,321,000   

2015

      1,361,000   

Thereafter

      1,403,000   
  

 

 

  

Total minimum payments

    $ 7,817,000   
  

 

 

  

Rental expense under this arrangement totaled $986,000 for the year ended December 31, 2010.

Kennedy-Wilson received fees and other income from affiliates and entities in which Kennedy-Wilson holds ownership interests in the following amounts:

 

     Year ended December 31,  
     2010      2009      2008  

Property management and leasing fees

    $ 12,417,000       $ 10,138,000       $ 8,380,000   

Commissions

      5,375,000         727,000         4,295,000   

Sale of real estate

      9,535,000         6,698,000         —     
  

 

 

     

 

 

     

 

 

  

Total related party revenue

    $ 27,327,000       $ 17,563,000       $ 12,675,000   
  

 

 

     

 

 

     

 

 

  

 

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In 2010, Kennedy-Wilson received reimbursement from KWR for payroll and services in the amount of $222,000 and $599,000, respectively. For 2009 and 2008, Kennedy-Wilson was paid $273,000 and $270,000, respectively, for payroll and $147,000 and $139,000, respectively, for consulting services.

NOTE 17—INCOME TAXES

The (benefit from) provision for income taxes consists of the following:

 

     Year ended December 31,  
     2010     2009     2008  

Current

       

Federal

    $ (2,450,000 )    $ (9,461,000 )    $ (2,416,000 ) 

State

      18,000        228,000        (351,000 ) 
  

 

 

    

 

 

    

 

 

  
     (2,432,000 )      (9,233,000 )      (2,767,000 ) 
  

 

 

    

 

 

    

 

 

  

Deferred

       

Federal

      5,583,000        5,987,000        2,905,000   

State

      576,000        (715,000 )      467,000   
  

 

 

    

 

 

    

 

 

  
     6,159,000        5,272,000        3,372,000   
  

 

 

    

 

 

    

 

 

  

Total

    $ 3,727,000      $ (3,961,000 )    $ 605,000   
  

 

 

    

 

 

    

 

 

  

A reconciliation of the statutory federal income tax rate of 34% with Kennedy-Wilson’s effective income tax rate is as follows:

 

     Year ended December 31,  
     2010     2009     2008  

Tax computed at statutory rate

    $ 3,472,000      $ (4,630,000 )    $ 414,000   

State income taxes, net of federal benefit

      393,000        (681,000 )      69,000   

Non-vested stock expense

      —          525,000        375,000   

Capitalized transaction costs

      —          528,000        —     

Adjustment to investment basis

      —          954,000        —     

Extinguishment of debt

      818,000        —          —     

Noncontrolling interest and other

      (956,000 )      (657,000 )      (253,000 ) 
  

 

 

    

 

 

    

 

 

  

Provision for (benefit from) income taxes

    $ 3,727,000      $ (3,961,000 )    $ 605,000   
  

 

 

    

 

 

    

 

 

  

 

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The following summarizes the effect of deferred income tax items and the impact of “temporary differences” between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows:

 

     Year ended December 31,  
     2010      2009  

Deferred tax assets:

      

Accrued reserves

    $ 196,000       $ 194,000   

Stock option expense

      1,714,000         309,000   

Net operating loss carryforward and credits

      9,145,000         1,236,000   

Hedging transactions

      1,032,000         —     

Marketable securities

      289,000         294,000   

Accrued bonuses

      —           456,000   
  

 

 

     

 

 

  

Total deferred tax assets

      12,376,000         2,489,000   
  

 

 

     

 

 

  

Deferred tax liabilities:

      

Depreciation and amortization

      6,644,000         6,366,000   

Prepaid expenses and other

      814,000         1,096,000   

Investment basis and reserve differences

      21,701,000         3,040,000   

Accrued payroll

      —           —     

Unrealized gain on fair value option

      —           3,639,000   

Foreign currency translation

      6,773,000         1,472,000   

Capitalized interest

      2,315,000         2,315,000   
  

 

 

     

 

 

  

Total deferred tax liabilities

      38,247,000         17,928,000   
  

 

 

     

 

 

  

Net deferred tax liability

    $ 25,871,000       $ 15,439,000   
  

 

 

     

 

 

  

Based upon the level of historical taxable income and projections for future taxable income over the periods which Kennedy-Wilson’s gross deferred tax assets are deductible, management believes it is more likely than not Kennedy-Wilson will realize the benefits of these deductible differences as of December 31, 2010.

Management has considered the likelihood and significance of possible penalties associated with Kennedy-Wilson’s current and intended filing positions and has determined, based on its assessment, that such penalties, if any, would not be expected to be material.

Kennedy-Wilson’s federal income tax returns remain open to examination for the tax years 2007 through 2010. Kennedy-Wilson is currently under examination for 2008 and 2009.

 

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NOTE 18—COMMITMENTS AND CONTINGENCIES

Future minimum lease payments under scheduled operating leases that have initial or remaining noncancelable terms in excess of one year are as follows:

 

Year

       

2011

    $ 1,865,000   

2012

      1,579,000   

2013

      1,425,000   

2014

      1,396,000   

2015

      1,397,000   

Thereafter

      1,403,000   
  

 

 

  

Total minimum payments

    $ 9,065,000   
  

 

 

  

Net rental expense amounted to $2.2 million, $2.0 million, and $1.6 million for the years ended December 31, 2010, 2009, and 2008, respectively, and is included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive income (loss).

EMPLOYMENT AGREEMENTS—Kennedy-Wilson has entered into employment agreements with its Chief Executive Officer and its Chief Executive Officer of the Commercial Investment Group, which provide for annual base compensation in the aggregate amounts of $950,000 and $750,000, respectively, and expire in December 2019 and January 2014, respectively. The employment agreements provided for the payment of cash bonuses, in connection with the Merger, in the amounts of $4,850,000 and $2,000,000, respectively, and were paid in November 2009. Additionally, the employment agreements provide for cash bonuses of $2,425,000 and $1,000,000, respectively, based on Kennedy-Wilson’s achievement of certain performance targets as described in the employment agreement and were paid on April 1, 2010 . The employment agreements also provide for the issuance of 556,875 shares of restricted stock to each officer that vest in equal amounts over five years provided certain performance targets are achieved (see Note 19). Also, in connection with the Merger, Kennedy-Wilson forgave a note, including principal and interest, due from its Chief Executive Officer in the total amount of $4,281,000. Additionally, the employment agreements provide for the payment of an annual discretionary bonus in an amount determined in the sole and absolute discretion of the Compensation Committee of the board of directors.

Kennedy-Wilson also has employment agreements with two other non-officer employees which provide for aggregate minimum annual compensation of $995,000 and expire in 2011 and 2014.

LITIGATION—Kennedy-Wilson is currently a defendant in certain routine litigation arising in the ordinary course of business. It is the opinion of management and legal counsel that the outcome of these actions will not have a material effect on the financial position or results of operations of Kennedy-Wilson.

NOTE 19—STOCK COMPENSATION PLANS

In March 2009, KWI adopted the 2009 Equity Participation Plan (“the Equity Plan”) that allowed for the grant of up to 2,852,312 shares of common stock. KWI granted 1,426,156 performance awards and 1,426,156 service awards with an exercise price of $7.89. The performance and service awards were scheduled to vest ratably over a seven year period with settlement in shares of common stock of KWI. The option awards would have expired at the end of ten years. The Equity Plan allowed participants to settle vested awards with cash, a full recourse note, or net share settlement. Kennedy-Wilson determined the compensation expense to be recorded under the Equity Plan using the Black-Scholes-Merton option pricing model. The option pricing model inputs used to determine the grant date fair value of $10.3 million were an expected stock option term of 7 years, expected volatility of 43.4%, expected risk free rate of 2.5%, and no expected dividends. In November 2009, the Equity Plan was canceled and replaced by another 2009 Equity Participation Plan (the “New Equity Plan”). Upon termination of the Equity Plan, the board of directors of KWI approved a cash payment to option holders totaling $1.5 million.

 

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On November 13, 2009, Kennedy-Wilson adopted the the New Equity Plan that allows for the grant of up to approximately 2.5 million shares of common stock. During 2010 and 2009, approximately 0.1 million and 2.4 million restricted share awards were granted to employees, respectively, which vest ratably over a five year period. Vesting of the restricted share awards is contingent upon the expected achievement of a performance target as of the initial vesting date of November 13, 2010 and each of the next four years thereafter. The performance targets were achieved for 2010. From inception of the plan through December 31, 2010, 467,781 shares have vested and been issued to participants and 18,562 shares have been forfeited. These restricted share awards are recognized as expense on a tranche by tranche basis over the five year performance period.

The cancellation and settlement of the Equity Plan along with the granting of new awards under the New Equity Plan was determined to be a plan modification. Therefore the aggregate compensation cost recognized as a result of the modification will be the remaining grant date fair value of the Equity Plan plus the incremental compensation cost resulting from the modification. The incremental compensation costs are measured as the grant date fair value of the restricted stock awards plus the cash paid to settle the Equity Plan awards less the fair value of the Equity Plan on the date of modification. Since, on the date of modification, the cumulative compensation cost recognized under the Equity Plan exceeded the cash paid to settle the award, no additional compensation costs were recorded as a result of the cash payment and it was recorded as a reduction to equity. The fair value of the Equity Plan on the date of modification was determined utilizing the Black-Scholes-Merton option pricing model. The option pricing model inputs used were an expected stock option term of 6.29 years, volatility of 41.9%, risk free interest rate of 2.95%, and no expected dividends.

As of December 31, 2010, there was $7.6 million of unrecognized compensation cost for the New Equity Plan related to unvested restricted shares and $6.2 million of unrecognized compensation cost for the Equity Plan. The cost for the New Equity Plan is expected to be recognized over a weighted average period of 2.0 years and the cost for the Equity Plan is expected to be recognized over a weighted average period of 3.1 years.

Compensation cost recognized for the years ended December 31, 2010 and 2009, was $8.1 million and $2.3 million, respectively, and is included in compensation and related expense in the accompanying statement of operations and comprehensive income (loss).

The following table sets forth activity under the New Equity Plan:

 

Nonvested at January 1, 2009

      —     

Granted

      2,357,443   
  

 

 

  

Nonvested at December 31, 2009

      2,357,443   

Granted

      132,500   

Vested

      (467,781 ) 

Forfeited

      (18,562 ) 
  

 

 

  

Nonvested at December 31, 2010

      2,003,600   
  

 

 

  

KWI had the 1992 Incentive and Non-statutory Stock Option Plan (“1992 Incentive and Option Plan”), which included a Plan A and Plan B and the 1992 Non-Employee Director Stock Option Plan (“Plan C”). An aggregate of 6,465,239 shares of common stock were reserved for issuance under Plans A and B and 308,050 shares of common stock were reserved for issuance under Plan C.

During the year ended December 31, 2009, the last remaining 55,448 options granted under Plan C of the KWI’s 1992 Incentive and Option Plan were exercised. During the year ended December 31, 2008, the last remaining 42,785 options granted under Plan B of the 1992 Incentive and Option Plan were exercised.

 

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The following table sets forth activity under the option plans:

 

     Options     Range of
Exercise Prices		    Weighted Average
Exercise Price		  

Balance, January 1, 2008

      98,233      $1.00 - $ 2.32      $1.55   

Exercised

      (42,785 )    $2.17      $2.17   
  

 

 

       

Balance, December 31, 2008

      55,448      $1.00 - $2.32      $1.07   

Granted

      2,852,312      $7.89      $7.89   

Exercised

      (55,448 )    $1.00 -$ 2.32      $1.07   

Cancelled

      (2,852,312 )    $7.89      $7.89   
  

 

 

       

Balance, December 31, 2009

     —        —        —     
  

 

 

       

During 2001 and 2002, KWI’s chairman and chief executive officer was granted a total of 6,465,239 shares of non-vested stock that were scheduled to vest over a period of eight to ten years. For the years ended December 31, 2009 and 2008, compensation expense was $1.5 million and $1.0 million, respectively, and is included in compensation and related expenses in the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2009 and 2008, the amount of non-vested shares deducted from additional paid-in capital was $0, and $1.5 million, respectively. During 2009, in connection with the Merger, the vesting of the remaining unvested shares was accelerated and the expense was included in compensation and related expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

NOTE 20—CAPITAL STOCK TRANSACTIONS

During 2010, Kennedy-Wilson repurchased 1,111,690 shares of its common stock at market for total consideration of $11,301,000. These shares are currently held in treasury.

During 2009 and 2008, Kennedy-Wilson acquired approximately 443,000 and 624,000 shares, respectively, of its common stock for total consideration of $3,690,000 and $6,170,000, respectively. These shares were subsequently retired.

During 2010, Kennedy-Wilson repurchased a total of 7,942,555 of its outstanding warrants for total consideration of $11,500,000. 9,807,445 of its warrants remain outstanding as of December 31, 2010. The warrants carry an exercise price of $12.50 with an expiration date of November 14, 2013. Kennedy-Wilson may call for redemption of the warrants in whole and not in part at a price of $0.01 per warrant if the share price of its common stock equals or exceeds $19.50 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders, or upon not less than 30 days’ prior written notice of redemption to each warrant holder.

During 2010, Kennedy-Wilson issued two series of Convertible Cumulative Preferred stock (together “the Preferred Stock”), series A (100,000 shares) and series B (32,550 shares), for total proceeds less issuance costs of $99.8 million and $32.5 million, respectively. The series A Preferred Stock is convertible into common stock at any time at the option of the holder prior to May 19, 2015 at a price of $12.41 per share and is mandatorily convertible into common stock on May 19, 2015. The series B Preferred Stock is convertible into common stock at any time at the option of the holder prior to November 3, 2018 at a price of $10.70 per share and is mandatorily convertible into common stock on November 3, 2018. The series A and series B Preferred Stock have dividend rates of 6.0% and 6.452%, respectively, payable quarterly.

The certificate of designations of the Preferred Stock contain provisions that require Kennedy-Wilson to commence an offer to purchase all shares of the Preferred Stock at a purchase price in cash per share of Preferred Stock equal to $1,150 plus all accumulated and accrued dividends upon the occurrence of a fundamental change,

 

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defined as a change of control. The parties have agreed that a change of control is deemed to occur when any person or group other than the purchaser of the Preferred Stock and its affiliates, or any officer or director of Kennedy-Wilson as of the issue date of the Preferred Stock, acquires directly or indirectly voting control or direction over more than 35% of the voting control of Kennedy-Wilson for a period of seven consecutive days following the earlier of the date the company becomes aware of such acquisition and the date such person or group files a Schedule 13D. This change of control provision is within Kennedy-Wilson’s control as the Board of Directors, at its discretion, would be able to issue blank check Preferred Stock at any time for any reason which could dilute the person or group to below the 35% of the voting control threshold. As such, Kennedy-Wilson has concluded that the change of control is within the control of Kennedy-Wilson and therefore has classified the Preferred Stock as permanent equity in the accompanying consolidated balance sheets.

In connection with the issuance of the Preferred Stock, Kennedy-Wilson entered into registration rights agreements that allow for the holders of the Preferred Stock, with at least a 51% vote, to demand registration of the Preferred Stock (or converted common stock) on or after November 13, 2010. If Kennedy-Wilson does not satisfy the demand for registration, the holders of the Preferred Stock (or converted common stock) would be entitled to receive a payment in an amount equal to 1.50% per annum of the liquidation preference of $1,000 per share. There are sufficient shares of unregistered common stock authorized and unissued to accommodate the conversion feature.

In 2008, before preferred shares were converted to common shares and the shares were recast to match the presentation of Prospect in connection with the Merger, KWI issued 53,000 shares of Series A Preferred Stock (the “Initial Preferred Stock”). The proceeds from the issuance of the Initial Preferred Stock were $52,354,000, net of expenses related to the offering totaling $646,000. The holders of the Initial Preferred Stock were entitled to receive dividends at a rate of 7% of the liquidation value of $1,000 per share, payable quarterly. The Initial Preferred Stock had a conversion price of $42 per share. In connection with the Merger the Initial Preferred Stock was converted to common stock and the conversion price was modified to $36 per share. The change in conversion price resulted in the issuance of additional shares to pre-merger preferred shareholders in the amount of $7,879,000. In addition, cash dividend payments to pre-Merger preferred shareholders for the years ended December 31, 2009 and 2008 were $3,235,000 and $2,264,000, respectively.

NOTE 21—EMPLOYEE BENEFIT ARRANGEMENTS

Kennedy-Wilson has a qualified plan under the provisions of Section 401(k) of the Internal Revenue Code. Under this plan, participants are able to make salary deferral contributions of up to 15% of their total compensation, up to a specified maximum. The 401(k) plan also includes provisions which authorize Kennedy-Wilson to make discretionary contributions. During 2010, 2009, and 2008, Kennedy-Wilson made matching contributions of $232,000, $32,000, and $6,000, respectively, to this plan and is included in compensation and related expenses in the accompanying consolidated statements of operations and comprehensive loss.

 

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NOTE 22—EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

 

     Year ended December 31,  
     2010     2009     2008  

Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders

    $ (1,052,000 )    $ (15,336,000 )    $ 613,000   

Basic (loss) income per share attributable to Kennedy-Wilson Holdings, Inc. common shareholders

      (0.03 )      (0.57 )      0.03   
  

 

 

    

 

 

    

 

 

  

Weighted average shares outstanding for basic (loss) income per share

      38,978,272        26,891,304        22,892,498   
  

 

 

    

 

 

    

 

 

  

Diluted (loss) income per share attributable to Kennedy-Wilson Holdings, Inc. common shareholders:

    $ (0.3 )    $ (0.57 )    $ 0.03   
  

 

 

    

 

 

    

 

 

  

Weighted average shares outstanding for diluted (loss) income per share

      38,978,272        26,891,304        24,310,299   
  

 

 

    

 

 

    

 

 

  

Weighted average common shares

      38,978,272        26,891,304        22,892,498   
  

 

 

    

 

 

    

 

 

  

Options and warrants

      —          —          65,583   

Non-vested stock

      —          —          1,352,218   
  

 

 

    

 

 

    

 

 

  

Total diluted shares

      38,978,272        26,891,304        24,310,299   
  

 

 

    

 

 

    

 

 

  

The dilutive shares from warrants, convertible securities, options and non-vested stock have not been included in the diluted weighted average shares as Kennedy-Wilson has a net loss available to common shareholders. There were a total of 0, 147,857 and 0 potentially dilutive securities as of December 31, 2010, 2009 and 2008, respectively.

NOTE 23—SEGMENT INFORMATION

Kennedy-Wilson’s business is defined by two core segments: KW Services and KW Investments. KW Services provides a full array of real estate-related services to investors and lenders, with a strong focus on financial institution-based clients. KW Investments invests Kennedy-Wilson capital in multifamily, residential and office properties as well as loans secured by real estate. Kennedy-Wilson’s segment disclosure with respect to the determination of segment profit or loss and segment assets is based on these services and investments.

KW SERVICES—Kennedy-Wilson offers a comprehensive line of real estate services for the full life cycle of real estate ownership and investment to clients that include financial institutions, developers, builders and government agencies. Kennedy Wilson provides auction and conventional sales, property management, asset management, leasing, construction management, acquisitions, dispositions and trust services.

KW INVESTMENTS—Kennedy-Wilson, on its own and through joint ventures, is an investor in real estate, including multifamily, residential and office properties as well as loans secured by real estate.

Substantially all of the management fees and commissions – related party revenues were generated via intersegment activity for the years ended December 31, 2010, 2009 and 2008. The amounts representing investments with related parties and non-affiliates are included in the investments segment. No single external customer provided Kennedy-Wilson with 10% or more of its revenues during any period presented in these financial statements.

 

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The following tables summarize the income and expense activity by segment for the year ended December 31, 2010 and total assets as of December 31, 2010.

 

     Services      Investments     Corporate     Consolidated  

Management fees and commissions

    $ 15,272,000       $ —        $        $ 15,272,000   

Management fees and commissions—related party

      17,792,000         —          —          17,792,000   

Sale of real estate

      —           3,937,000        —          3,937,000   

Sale of real estate—related party

      —           9,535,000        —          9,535,000   

Rental and other revenue

      —           4,000,000        —          4,000,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total revenue

      33,064,000         17,472,000        —          50,536,000   

Operating expenses

      23,584,000         26,243,000        18,492,000        68,319,000   

Depreciation and amortization

      117,000         1,342,000        159,000        1,618,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total operating expenses

      23,701,000         27,585,000        18,651,000        69,937,000   

Equity in joint venture income

      —           10,548,000        —          10,548,000   

Income from loan pool participations and notes receivable

      —           11,855,000        —          11,855,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total operating income (loss)

      9,363,000         12,290,000        (18,651,000 )      3,002,000   

Interest income

      —           —          192,000        192,000   

Interest income—related party

      —           —          662,000        662,000   

Remeasurement gain

      —           2,108,000        —          2,108,000   

Gain on early extinguishment of debt

      —           16,670,000        —          16,670,000   

Loss on early extinguishment of debt

      —             (4,788,000 )      (4,788,000 ) 

Interest expense

      —           (676,000 )      (6,958,000 )      (7,634,000 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

Income (loss) before provision for income taxes

    $ 9,363,000       $ 30,392,000        (29,543,000 )      10,212,000   
  

 

 

     

 

 

      

Provision for income taxes

         $ (3,727,000 )      (3,727,000 ) 
       

 

 

    

 

 

  

Net income

         $ (33,270,000 )    $ 6,485,000   
       

 

 

    

 

 

  

Total assets

    $ 38,780,000       $ 400,519,000      $ 48,549,000      $ 487,848,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Expenditures for long lived assets

       $ 23,764,000        $ 23,764,000   
     

 

 

      

 

 

  

All of the revenues included in the table above are attributable to the United States, except for $485,000 in rental revenue that is attributable to Japan. This rental revenue was generated from the office building in Japan that had a carrying value of $8,891,000 as of December 31, 2010. The only other activity outside the United States is conducted through Kennedy-Wilson’s equity method investment KWR (See Note 7).

 

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The following tables summarize the income and expense activity by segment for the year ended December 31, 2009 and total assets as of December 31, 2009.

 

     Services      Investments     Corporate     Consolidated  

Management fees and commissions

    $ 13,230,000       $ —        $ —        $ 13,230,000   

Management fees and commissions—related party

      10,865,000         —          —          10,865,000   

Sale of real estate

      —           52,699,000        —          52,699,000   

Sale of real estate—related party

      —           6,698,000        —          6,698,000   

Rental and other revenue

      —           2,717,000        26,000        2,743,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total revenue

      24,095,000         62,114,000        26,000        86,235,000   

Operating expenses

      20,499,000         49,458,000        23,793,000        93,750,000   

Depreciation and amortization

      70,000         919,000        133,000        1,122,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total operating expenses

      20,569,000         50,377,000        23,926,000        94,872,000   

Equity in joint venture income

      —           8,019,000        —          8,019,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total operating income (loss)

      3,526,000         19,756,000        (23,900,000 )      (618,000 ) 

Interest income

      —           —          102,000        102,000   

Interest income—related party

      —           —          400,000        400,000   

Interest expense

      —           (5,106,000 )      (8,068,000 )      (13,174,000 ) 

Other than temporary impairment on available for sale security

      —           (328,000 )      —          (328,000 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

Income (loss) before provision for income taxes

    $ 3,526,000       $ 14,322,000        (31,466,000 )      (13,618,000 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

Benefit from income taxes

           3,961,000        3,961,000   
       

 

 

    

 

 

  

Net loss

         $ (27,505,000 )    $ (9,657,000 ) 
       

 

 

    

 

 

  

Total assets

    $ 30,600,000       $ 236,780,000      $ 68,877,000      $ 336,257,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Expenditures for long lived assets

       $ 35,800,000        $ 35,800,000   
     

 

 

      

 

 

  

All of the revenues included in the table above are attributable to the United States, except for $483,000 in rental revenue that is attributable to Japan. This rental revenue was generated from the office building in Japan that had a carrying value of $8,145,000 as of December 31, 2009. The only other activity outside the United States is conducted through Kennedy-Wilson’s equity method investment KWR (See Note 7).

 

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The following tables summarize the income and expense activity by segment for the year ended December 31, 2008 and total assets as of December 31, 2008.

 

     Services      Investments     Corporate     Consolidated  

Management fees and commissions

    $ 16,577,000       $ —        $ —        $ 16,577,000   

Management fees and commissions—related party

      12,675,000         —          —          12,675,000   

Rental and other revenue

      —           2,973,000        —          2,973,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total revenue

      29,252,000         2,973,000        —          32,225,000   

Operating expenses

      21,251,000         8,182,000        2,218,000        31,651,000   

Depreciation and amortization

      83,000         683,000        154,000        920,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total operating expenses

      21,334,000         8,865,000        2,372,000        32,571,000   

Equity in joint venture income

      —           10,097,000        —          10,097,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Total operating income (loss)

      7,918,000         4,205,000        (2,372,000 )      9,751,000   

Interest income

      —           —          221,000        221,000   

Interest income—related party

      —           —          341,000        341,000   

Interest expense

      —           (1,974,000 )      (6,622,000 )      (8,596,000 ) 

Other than temporary impairment on available for sale security

      —           —          (445,000 )      (445,000 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

Income (loss) before provision for income taxes

    $ 7,918,000       $ 2,231,000        (8,877,000 )      1,272,000   
  

 

 

     

 

 

      

Provision for income taxes

           (605,000 )      (605,000 ) 
       

 

 

    

 

 

  

Net loss

         $ (9,482,000 )    $ 667,000   
       

 

 

    

 

 

  

Total assets

    $ 39,791,000       $ 175,368,000      $ 40,724,000      $ 255,883,000   
  

 

 

     

 

 

    

 

 

    

 

 

  

Expenditures for long lived assets

       $ 41,460,000        $ 41,460,000   
     

 

 

      

 

 

  

All of the revenues included in the table above are attributable to the United States, except for $198,000 in rental revenue that is attributable to Japan. This rental revenue was generated from the office building in Japan that had a carrying value of $8,428,000 as of December 31, 2008. The only other activity outside the United States is conducted through Kennedy-Wilson’s equity method investment KWR (See Note 7).

 

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NOTE 24—UNAUDITED QUARTERLY INFORMATION

 

Year Ended December 31, 2010

    First
Quarter		     Second
Quarter		     Third
Quarter		     Fourth
Quarter		  

Revenues

    $ 10,826,000      $ 9,046,000      $ 11,773,000      $ 18,891,000   

Operating expenses

      14,871,000        12,509,000        17,647,000        24,910,000   

Equity in joint venture (loss) income

      657,000        (686,000 )      5,191,000        5,386,000   

Interest income from loan pool participations and notes receivable

      651,000        3,090,000        4,209,000        3,905,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Operating income (loss)

      (2,737,000 )      (1,059,000 )      3,526,000        3,272,000   

Non-operating (expenses) income

      (1,833,000 )      16,818,000        (6,842,000 )      (933,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Income (loss) before provision for income taxes

      (4,570,000 )      15,759,000        (3,316,000 )      2,339,000   

(Provision for) benefit from income taxes

      1,998,000        (5,950,000 )      (383,000 )      608,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Net income (loss)

      (2,572,000 )      9,809,000        (3,699,000 )      2,947,000   

Net income attributable to noncontrolling interests

      (568,000 )      (591,000 )      (1,215,000 )      (605,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. shareholders

    $ (3,140,000 )    $ 9,218,000      $ (4,914,000 )    $ 2,342,000   

Preferred stock dividends and accretion of issuance costs

      —          (720,000 )      (1,804,000 )      (2,034,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. common shareholders

    $ (3,140,000 )    $ 8,498,000      $ (6,718,000 )    $ 308,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Basic (loss) earnings per share

    $ (0.08 )    $ 0.22      $ (0.17 )    $ 0.01   

Diluted (loss) earnings per share

      (0.08 )      0.20        (0.17 )      0.01   

 

Year Ended December 31, 2009

    First
Quarter		     Second
Quarter		     Third
Quarter		     Fourth
Quarter		  

Revenues

    $ 12,483,000      $ 6,817,000      $ 41,021,000      $ 25,914,000   

Operating expenses

      11,942,000        8,660,000        32,687,000        41,583,000   

Equity in joint venture (loss) income

      (192,000 )      (269,000 )      893,000        7,587,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Operating income (loss)

      349,000        (2,112,000 )      9,227,000        (8,082,000 ) 

Non-operating expenses

      2,461,000        2,741,000        5,611,000        2,187,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

(Loss) income before provision for income taxes

      (2,112,000 )      (4,853,000 )      3,616,000        (10,269,000 ) 

Benefit from (provision for) income taxes

      653,000        1,562,000        (251,000 )      1,997,000   
  

 

 

    

 

 

    

 

 

    

 

 

  

Net (loss) income

      (1,459,000 )      (3,291,000 )      3,365,000        (8,272,000 ) 

Net loss (income) attributable to noncontrolling interests

      57,000        210,000        (3,325,000 )      (2,621,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net (loss) income attributable to Kennedy-Wilson Holdings, Inc. shareholders

    $ (1,402,000 )    $ (3,081,000 )    $ 40,000      $ (10,893,000 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Basic (loss) earnings per share

    $ (0.06 )    $ (0.12 )    $ —        $ (0.34 ) 

Diluted (loss) earnings per share

      (0.06 )      (0.12 )      —          (0.34 ) 

 

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Kennedy-Wilson Holdings, Inc. and Subsidiaries

Schedule III—Real Estate and Accumulated Depreciation

December 31, 2010

(Dollars in thousands)

 

          Initial Cost     Costs Capitalized
Subsequent to
Acquisition		     Gross Balance at December 31, 2010                    

Description

   Encumbrances     Land     Building &
Improvements		     Improvements     Carrying
Costs		     Land     Building &
Improvements		     Total     Accumulated
Depreciation		     Depreciable
Life in Years		     Date of
Construction		     Date
Acquired		  

Commercial

                        

Commercial building, Tokyo, Japan

   $ 2,784,000      $ 3,970,000      $ 3,230,000      $ 2,080,000      $ —        $ 5,065,000      $ 4,215,000      $ 9,280,000      $ (389,000 )      37 yrs        2007        2008   

Commercial building, Carlsbad, CA

     —          495,000        257,000        —          —          495,000        257,000        752,000        —          37 yrs        1983        2010   

Multifamily

                        

204-unit Apartment building, Lompoc, CA

     17,497,000        5,329,000        20,150,000        301,000        —          5,329,000        20,451,000        25,780,000        (3,387,000 )      39 yrs        1986        2008   

Residential

                        

Single family home, Kona, HI

     —          4,111,000        4,250,000        363,000        —          4,474,000        4,250,000        8,724,000        (226,000 )      39 yrs        2008        2008   

Condominium unit, Seattle, WA

     —          —          500,000        —            —          500,000        500,000        —          2007        2010     

Land

                        

Single family home lot, Kona, HI

     4,250,000        4,101,000        —          —          —          4,101,000        —          4,101,000        —          N/A        N/A        2010   

2700 acres, Oahu, HI

     —          31,741,000        3,753,000        431,000        —          32,060,000        4,665,000        36,725,000        (4,000 )      N/A        1912        2010   

Land, Kent, WA

     —          733,000          112,000        —          845,000          845,000        —          N/A        N/A        2008   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

        
  $ 24,531,000      $ 50,480,000      $ 32,140,000      $ 3,287,000      $ —        $ 52,369,000      $ 34,338,000      $ 86,707,000      $ (4,006,000 )       
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

        

See accompanying report of independent registered public accounting firm.

 

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Kennedy-Wilson Holdings, Inc. and Subsidiaries

Schedule III—Real Estate and Accumulated Depreciation

December 31, 2010, 2009, and 2008

(Dollars in thousands)

Changes in real estate for the years ended December 31 were as follows:

 

     For the year ended December 31,  
     2010     2009  

Balance at the beginning of period

    $ 46,123,000      $ 50,883,000   

Additions during the period:

     

Improvements

      —          111,000   

Acquisitions

      52,228,000        35,689,000   

Deductions during the period:

     

Dispositions

      (11,644,000 )      (40,560,000 ) 
  

 

 

    

 

 

  

Balance at close of period

    $ 86,707,000      $ 46,123,000   
  

 

 

    

 

 

  

Changes in accumulated depreciation for the years ended December 31 were as follows:

 

     For the year ended December 31,  
     2010     2009      2008  

Balance at the beginning of period

    $ 3,070,000      $ 2,156,000       $ 18,000   

Additions during the period:

        

Depreciation expense

      1,339,000        914,000         664,000   

Deductions during the period:

        

Dispositions

      (403,000 )      —           1,474,000   
  

 

 

    

 

 

     

 

 

  

Balance at close of period

    $ 4,006,000      $ 3,070,000       $ 2,156,000   
  

 

 

    

 

 

     

 

 

  

See accompanying report of independent registered public accounting firm.

 

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$250,000,000

LOGO

Kennedy-Wilson, Inc.

Exchange Offer for

8.750% Senior Notes due 2019

 

 

 

PROSPECTUS

 

 

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

            ,             

 

 

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our second amended and restated certificate of incorporation provides as follows:

“SEVENTH: The following paragraphs shall apply with respect to liability and indemnification of the Corporation’s officers and directors and certain other persons:

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

B. The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.”

Our amended and restated by-laws provides as follows:

“Article VII Indemnification of Directors and Officers

7.1 The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

7.2 The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and

 

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except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

7.3 To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article VII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

7.4 Any indemnification under sections 1 or 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made:

(a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

(c) By the stockholders.

7.5 Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

7.6 The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

7.7 The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VII.

7.8 For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VII with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation if its separate existence had continued.

 

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7.9 For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

7.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11 No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit.”

Section 145 of the DGCL concerning indemnification of officers, directors, employees and agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the

 

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case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,

 

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shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

SEC Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

The attached exhibit index is incorporated by reference herein.

(B) FINANCIAL STATEMENT SCHEDULES

See Index to the Consolidated Financial Statements and Schedules on page F-1.

 

ITEM 22. UNDERTAKINGS

(a) Each of the undersigned registrants hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any

 

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  deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to the purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) that, for the purpose of determining liability of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each of the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

 

  (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its or their securities provided by or on behalf of the undersigned registrants; and

 

  (iv) any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

 

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(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KENNEDY-WILSON, INC.
By:   /S/ William J. McMorrow
Name:   William J. McMorrow
Title:   President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President, Chief Executive Officer (Principal Executive Officer) and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer) and Secretary   October 5, 2011

/S/ KENT MOUTON

Kent Mouton

    Director   October 5, 2011

/S/ JERRY R. SOLOMON

Jerry R. Solomon

    Director   October 5, 2011

/S/ NORM CREIGHTON

Norm Creighton

    Director   October 5, 2011

/S/ STANLEY ZAX

Stanley Zax

   

Director

   October 5, 2011

/S/ DAVID A. MINELLA

David A. Minella

   

Director

   October 5, 2011

/S/ CATHY HENDRICKSON

Cathy Hendrickson

   

Director

   October 5, 2011

 

II-8

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KENNEDY-WILSON HOLDINGS, INC.
By:   /s/ William J. McMorrow
Name:   William J. McMorrow
Title:   Chief Executive Officer and Chairman

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Chief Executive Officer (Principal Executive Officer) and Chairman   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011

/S/ KENT MOUTON

Kent Mouton

    Director   October 5, 2011

/S/ JERRY R. SOLOMON

Jerry R. Solomon

    Director   October 5, 2011

/S/ NORM CREIGHTON

Norm Creighton

    Director   October 5, 2011

/S/ STANLEY ZAX

Stanley Zax

    Director   October 5, 2011

/S/ DAVID A. MINELLA

David A. Minella

    Director   October 5, 2011

/S/ CATHY HENDRICKSON

Cathy Hendrickson

    Director   October 5, 2011

 

II-9

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson Property Services, Inc.
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President (Principal Executive Officer) and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer) and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   October 5, 2011

 

II-10

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned co-registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson Property Equity II, Inc.
Kennedy-Wilson Property Special Equity, Inc.
Kennedy-Wilson Property Special Equity II, Inc.
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President (Principal Executive Officer) and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer), Secretary and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   October 5, 2011

 

II-11

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson Tech, Ltd.
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President, Chief Executive Officer (Principal Executive Officer) and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer), Secretary and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   October 5, 2011

 

II-12

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson Properties, Ltd.
By:   /S/ William J. McMorrow
Name:   William J. McMorrow
Title:   Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Chief Executive Officer (Principal Executive Officer) and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer), Assistant Secretary and Director   October 5, 2011

 

II-13

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson Property Equity, Inc.
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer), Secretary and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   October 5, 2011

 

II-14

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Fairways 340 Corp.
By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    President and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   October 5, 2011

 

II-15

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

K-W Santiago Inc.
By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President, Chief Financial Officer and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    President and Chief Financial Officer (Principal Executive and Principal Financial and Accounting Officer), Secretary and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   October 5, 2011

 

II-16

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KWP Financial I
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer), Secretary and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Director   October 5, 2011

 

II-17

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

K-W Properties
By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    President and Chief Financial Officer (Principal Executive and Principal Financial and Accounting Officer) and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President, Assistant Secretary and Director   October 5, 2011

/S/ MARY L. RICKS

Mary L. Ricks

    Director   October 5, 2011

 

II-18

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy Wilson Overseas Investments, Inc.
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   President and Assistant Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (Principal Executive Officer), Assistant Secretary and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer) and Director   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    Vice President and Director   October 5, 2011

 

II-19

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson International
By:   /S/ William J. McMorrow
Name:   William J. McMorrow
Title:   President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President, Chief Executive Officer (Principal Executive Officer) and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer) and Director   October 5, 2011

/S/ MARY L. RICKS

Mary L. Ricks

    Vice President and Director   October 5, 2011

 

II-20

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy Wilson Property Services III GP, LLC
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /s/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

II-21

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW BASGF II Manager, LLC
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer) and Assistant Secretary   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

II-22

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned co-registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KWF Investors I, LLC
KWF Investors II, LLC
KWF Investors III, LLC
KWF Manager I, LLC
KWF Manager II, LLC
KWF Manager III, LLC
KWF Manager IV, LLC
KWF Manager V, LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* Each of the co-registrants listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW-Richmond, LLC
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011

K-W Properties

    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

II-24

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Sunrise Carlsbad, LLC
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011

K-W Properties

    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

II-25

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned co-registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Pacifica West Coast Partners, LLC
SG KW Venture I Manager LLC
KW Loan Partners I LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011

K-W Properties

    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* Each of the co-registrants listed above has no directors or managers

 

II-26

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Loan Partners II LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (Principal Executive Officer)   October 5, 2011

/S/ MATT WINDISCH

Matt Windisch

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned co-registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Summer House Manager, LLC
KW Mill Creek Property Manager, LLC
KW Montclair, LLC
KW Blossom Hill Manager, LLC
KW Serenade Manager, LLC
KW Redmond Manager, LLC
By:   /S/ Robert Hart
Name:   Robert Hart
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ ROBERT HART

Robert Hart

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* Each of the co-registrants listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Anaheim Land Partners, LLC
By:   /S/ Robert Hart
Name:   Robert Hart
Title:   Vice President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ ROBERT HART

Robert Hart

    Vice President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer) and Manager   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Dillingham Aina LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   Vice President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    Vice President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

II-30

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy Wilson Fund Management Group, LLC
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Secretary   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

II-31

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Multi-Family Management Group, LLC
By:   /S/ Robert Hart
Name:   Robert Hart
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ ROBERT HART

Robert Hart

    President (Principal Executive Officer)   October 5, 2011

/S/ DENNIS SMIRNOFF

Dennis Smirnoff

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Ireland, LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (Principal Executive Officer)   October 5, 2011

/S/ JOHN C. PRABHU

John C. Prabhu

    Treasurer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy Wilson Property Equity IV, LLC
By:   /S/ William J. McMorrow
Name:   William J. McMorrow
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Telstar Partners, LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   President and Chairman

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (Principal Executive Officer) and Chairman   October 5, 2011

/S/ JOHN C. PRABHU

John C. Prabhu

    Treasurer (Principal Financial and Accounting Officer)   October 5, 2011
K-W Properties    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy Wilson Auction Group, Inc.
By:   /S/ Rhett Winchell
Name:   Rhett Winchell
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ RHETT WINCHELL

Rhett Winchell

    President (Principal Executive Officer) and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer) and Director   October 5, 2011

/S/ MARTY CLOUSER

Marty Clouser

    Vice President and Director   October 5, 2011

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson Properties LTD.
By:   /S/ James Rosten
Name:   James Rosten
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ JAMES ROSTEN

James Rosten

   

President (Principal Executive

Officer) and Director

   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

   

Chief Financial Officer (Principal

Financial and Accounting Officer),

Secretary and Director

   October 5, 2011

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson Property Services II, Inc.
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

   

President (Principal Executive

Officer) and Director

   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

   

Chief Financial Officer (Principal

Financial and Accounting Officer)

and Director

   October 5, 2011

/S/ WILLIAM J. MCMORROW

William J. McMorrow

   

Vice President and Director

   October 5, 2011

/S/ JOHN C. PRABHU

John C. Prabhu

   

Director

   October 5, 2011

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy-Wilson Property Special Equity III, LLC
By:   /S/ William J. McMorrow
Name:   William J. McMorrow
Title:   Chairman

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

   

Chairman (Principal Executive

Officer) and Director

   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

   

Chief Financial Officer (Principal

Financial and Accounting Officer)

and Director

   October 5, 2011

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

   

Director

   October 5, 2011

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Kennedy Wilson Property Services III, L.P.
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   Manager

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

   

Manager (Principal Executive

Officer)

   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

   

Chief Financial Officer (Principal

Financial and Accounting Officer)

   October 5, 2011

Kennedy Wilson Property Services III

GP, LLC

    General Partner*   October 5, 2011

 

By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Sunrise Property Associates, LLC
By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ BARRY S. SCHLESINGER

Barry S. Schlesinger

   

President (Principal Executive

Officer)

   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

   

Chief Financial Officer (Principal

Financial and Accounting Officer)

   October 5, 2011
KW Sunrise Carlsbad, LLC    Sole Member*   October 5, 2011

 

By:   /S/ BARRY S. SCHLESINGER
Name:   Barry S. Schlesinger
Title:   President

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

Dillingham Ranch Aina, LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   Vice President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    Vice President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011

68-540 Farrington, LLC

    Sole Member*   October 5, 2011

 

By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   Vice President

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

68-540 Farrington, LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   Vice President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    Vice President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011

KW Dillingham Aina, LLC

    Sole Member*   October 5, 2011

 

By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   Vice President

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Fund IV-Kohanaiki, LLC
By:   /S/ William J. McMorrow
Name:   William J. McMorrow
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ WILLIAM J. MCMORROW

William J. McMorrow

    President (Principal Executive Officer)   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011

Kennedy Wilson Property Services IV, LP

    General Partner*   October 5, 2011

 

By:   /S/ Barry S. Schlesinger
Name:   Barry S. Schlesinger
Title:   President

 

* The co-registrant listed above has no directors or managers

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KW Residential Group, Inc.
By:   /S/ Rhett Winchell
Name:   Rhett Winchell
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ RHETT WINCHELL

Rhett Winchell

    President (Principal Executive Officer) and Director   October 5, 2011

/S/ FREEMAN A. LYLE

Freeman A. Lyle

    Chief Financial Officer (Principal Financial and Accounting Officer)   October 5, 2011

/S/ MARTY CLOUSER

Marty Clouser

    Vice President and Director   October 5, 2011

/S/ LIGHT SAYLES

Light Sayles

    Secretary and Director   October 5, 2011

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned co-registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 5, 2011.

 

KWF Investors IV, LLC
KWF Investors V, LLC
By:   /S/ Mary L. Ricks
Name:   Mary L. Ricks
Title:   President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William J. McMorrow and Freeman A. Lyle, and each of them, his or her attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-4, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorney-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/S/ MARY L. RICKS

Mary L. Ricks

    President (Principal Executive and Principal Financial and Accounting Officer)   October 5, 2011

K-W Properties

    Sole or Managing Member*   October 5, 2011

 

By:   /S/ Freeman A. Lyle
Name:   Freeman A. Lyle
Title:   President and Chief Financial Officer

 

* Each of the co-registrants listed above has no directors or managers

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit

No.

   

Description

2.1    Agreement and Plan of Merger, by and among Prospect Acquisition Corp., KW Merger Sub Corp. and Kennedy-Wilson, Inc., dated as of September 8, 2009.(1)
2.2    Amendment No. 1 to the Agreement and Plan of Merger dated October 22, 2009 between Prospect Acquisition Corp., KW Merger Sub Corp. and Kennedy-Wilson, Inc.(1)
2.3    Amendment No. 2 to the Agreement and Plan of Merger dated October 26, 2009 between Prospect Acquisition Corp., KW Merger Sub Corp. and Kennedy-Wilson, Inc.(1)
3.1    Second Amended and Restated Certificate of Incorporation of Kennedy-Wilson Holdings, Inc.(2)
3.2    Amended and Restated Bylaws of Kennedy-Wilson Holdings, Inc.(3)
3.3    Amended and Restated Certificate of Incorporation of Kennedy-Wilson, Inc.*
3.4    Amended and Restated By-Laws of Kennedy-Wilson, Inc.*
3.5    Certificate of Incorporation of Kennedy-Wilson Properties, Ltd.*
3.6    Certificate of Incorporation of Kennedy-Wilson Property Services II, Inc.*
3.7    Certificate of Limited Partnership of Kennedy Wilson Property Services III, L.P.*
3.8    Certificate of Formation of Kennedy Wilson Property Special Equity III, LLC.*
3.9    Certificate of Incorporation of Fairways 340 Corp.*
3.10    Certificate of Incorporation of Kennedy Wilson Overseas Investments, Inc.*
3.11    Articles of Incorporation of K-W Properties.*
3.12    Certificate of Formation of KWF Investors I, LLC.*
3.13    Certificate of Formation of SG KW Venture I Manager LLC.*
3.14    Certificate of Formation of KW Summer House Manager, LLC.*
3.15    Articles of Organization of Pacifica West Coast Partners, LLC.*
3.16    Certificate of Formation of KW Loan Partners I LLC.*
3.17    Articles of Organization of Kennedy Wilson Auction Group LLC.*
3.18    Articles of Incorporation of K-W Marengo Inc.*
3.19    Articles of Incorporation of Kennedy-Wilson Properties LTD (IL).*
3.20    Articles of Incorporation of KW Residential Group, Inc.*
3.21    Articles of Incorporation of WRS Enterprises, Inc.*
3.22    Bylaws of Kennedy-Wilson Property Equity, Inc.*
3.23    Bylaws of Kennedy-Wilson Property Services II, Inc.*
3.24    Bylaws of K-W Properties.*
3.25    Bylaws of Fairways 340 Corp.*
3.26    By-Laws of Kennedy-Wilson Properties Ltd.*
3.27    Bylaws of WRS Enterprises, Inc.*

 

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Exhibit

No.

   

Description

3.28    Limited Liability Company Agreement of KWF Manager I, LLC.*
3.29    Limited Liability Company Agreement of KW Loan Partners II LLC.*
3.30    Limited Liability Company Agreement of KW-Richmond, LLC.*
3.31    Limited Liability Company Agreement of 68-540 Farrington, LLC.*
3.32    Limited Liability Company Agreement of KW Sunrise Carlsbad, LLC.*
3.33    Operating Agreement of KW Multi-Family Management Group, LLC.*
3.34    Limited Liability Company Agreement of Sunrise Property Associates, LLC.*
3.35    Limited Liability Company Agreement of KW Summer House Manager, LLC.*
3.36    Amended and Restated Limited Liability Company Agreement for Dillingham Ranch Aina LLC.*
3.37    Limited Liability Company Agreement of Kennedy Wilson Property Equity IV, LLC.*
3.38    Limited Liability Company Agreement of KW BASGF II Manager, LLC.*
3.39    Limited Liability Company Agreement of Kennedy Wilson Special Equity III, LLC.*
3.40    Limited Liability Company Agreement of KWF Investors III, LLC.*
3.41    Agreement of Limited Partnership of Kennedy Wilson Property Services III, LP.*
3.42    Operating Agreement of Kennedy Wilson Fund Management Group, LLC.*
3.43    Operating Agreement of KW Blossom Hill Manager, LLC.*
4.1    Indenture, dated as of April 5, 2011, among Kennedy-Wilson, Inc., as Issuer, Kennedy-Wilson Holdings, Inc., as guarantor, certain subsidiaries of the Issuer signatories thereto, as guarantors, and Wilmington Trust FSB, as trustee, including the form of 8.750% Notes due 2019.(22).
4.2    Registration Rights Agreement, dated April 5, 2011, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., certain subsidiaries of the Issuer signatories thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated.(22)
4.3    Registration Rights Agreement, dated April 12, 2011, among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., certain subsidiaries of the Issuer signatories thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.(23)
4.4    Certificate of Designation of Series A Preferred Stock. (25)
4.5    Certificate of Designation of Series B Preferred Stock. (26)
5.1    Opinion of Latham & Watkins LLP.*
10.1    Registration Rights Agreement dated November 14, 2007 by and among Prospect Acquisition Corp. and Flat Ridge Investments LLC, LLM Structured Equity Fund L.P., LLM Investors L.P., Capital Management Systems, Inc., SJC Capital LLC, Michael P. Castine, Daniel Gressel, Michael Downey, James J. Cahill and John Merchant.(9)
10.2    Forfeiture Agreement dated September 8, 2009 by and among Prospect Acquisition Corp., De Guardiola Advisors, Inc., De Guardiola Holdings, Inc., Flat Ridge Investments LLC, LLM Structured Equity Fund L.P., LLM Investors L.P., CMS Platinum Fund, L.P., SJC Capital LLC, Michael P. Castine, Daniel Gressel, Michael Downey, James J. Cahill, John Merchant and Kennedy-Wilson,  Inc.(12)

 

II-48

Table of Contents

Exhibit

No.

   

Description

10.3    Letter Agreement dated September 17, 2009 by Prospect Acquisition Corp. and Citigroup Global Markets Inc. Ladenburg Thalmann & Co. Inc. and I-Bankers Securities, Inc. (12)
10.4    Letter Agreement dated September 4, 2009 by Prospect Acquisition Corp. and De Guardiola Advisors, Inc.(12)
10.5    Lock-Up Agreement by Prospect Acquisition Corp. and certain stockholders of Prospect.(12)
10.6    Kennedy-Wilson Holdings, Inc. 2009 Equity Participation Plan.(13)
10.7    Form of Amended and Restated Consultant Restricted Stock Award Agreement to Kennedy-Wilson Holdings, Inc. 2009 Equity Participation Plan.(14)
10.8    Form of Amended and Restated Employee Performance Unit Award Agreement to Kennedy-Wilson Holdings, Inc. 2009 Equity Participation Plan.(14)
10.9    Form of Amended and Restated Employee Restricted Stock Award Agreement to Kennedy-Wilson Holdings, Inc. 2009 Equity Participation Plan.(14)
10.10    Promissory Note issued by Kennedy-Wilson, Inc. to The Guardian Life Insurance Company of America on November 3, 2008.(12)
10.11†    Fifteenth Amendment to Employment Agreement by Kennedy-Wilson, Inc. and William J. McMorrow.(12)
10.12†    Employment Agreement dated August 14, 1992 between Kennedy-Wilson and William J. McMorrow.(12)
10.13†    Amendment to Employment Agreement dated as of January 1, 1993 between Kennedy-Wilson and William J. McMorrow.(12)
10.14†    Second Amendment to Employment Agreement dated as of between January 1, 1994 Kennedy-Wilson and William J. McMorrow.(12)
10.15    Third Amendment to Employment Agreement dated as of March 31, 1995 between Kennedy-Wilson and William J. McMorrow.(15)
10.16†    Fourth Amendment to Employment Agreement dated as of January 1, 1996 Kennedy-Wilson and William J. McMorrow.(15)
10.17†    Amendment to Employment Agreement dated as of February 28, 1996 between Kennedy-Wilson and William J. McMorrow.(12)
10.18†    Fifth Amendment to Employment Agreement dated as of May 19, 1997 between Kennedy-Wilson and William J. McMorrow.(15)
10.19†    Sixth Amendment to Employment Agreement dated as of August 20, 1998 between Kennedy-Wilson and William J. McMorrow.(12)
10.20†    Seventh Amendment to Employment Agreement dated as of August 9, 1999 between Kennedy-Wilson and William J. McMorrow.(12)
10.21†    Eighth Amendment to Employment Agreement dated as of January 3, 2000 between Kennedy-Wilson and William J. McMorrow.(12)
10.22†    Ninth Amendment to Employment Agreement dated as of October 1, 2000 between Kennedy-Wilson and William J. McMorrow.(12)
10.23†    Tenth Amendment to Employment Agreement dated as of April 22, 2002 between Kennedy-Wilson and William J. McMorrow.(12)

 

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Exhibit

No.

   

Description

10.24†    Eleventh Amendment to Employment Agreement dated as of October 1, 2003 between Kennedy-Wilson and William J. McMorrow.(12)
10.25†    Twelfth Amendment to Employment Agreement dated as of April 21, 2004 between Kennedy-Wilson and William J. McMorrow.(12)
10.26†    Thirteenth Amendment to Employment Agreement dated as of January 1, 2008 between Kennedy-Wilson and William J. McMorrow.(12)
10.27†    Fourteenth Amendment to Employment Agreement dated as of February 1, 2009 between Kennedy-Wilson and William J. McMorrow.(12)
10.28†    Second Amendment to Employment Agreement by Kennedy-Wilson, Inc. and Mary L. Ricks.(12)
10.29†    Employment Agreement dated February 1, 2009 between Kennedy-Wilson and Mary L. Ricks.(12)
10.30†    First Amendment to Employment Agreement dated June 1, 2009 between Kennedy-Wilson and Mary L. Ricks.(12)
10.31†    First Amendment to Employment Agreement by Kennedy-Wilson, Inc. and Donald J. Herrema.(12)
10.32†    Employment Agreement dated June 15, 2009 between Kennedy-Wilson and Donald J. Herrema.(12)
10.33†    Employment Agreement dated April 1, 1996 between Kennedy-Wilson and Freeman Lyle.(12)
10.34†    Amendment to Employment Agreement dated April 1, 1997 between Kennedy-Wilson and Freeman Lyle.(12)
10.35†    Second Amendment to Employment Agreement dated April 1, 1998 between Kennedy-Wilson and Freeman Lyle.(12)
10.36†    Third Amendment to Employment Agreement dated as of August 15, 1998 between Kennedy-Wilson and Freeman Lyle.(12)
10.37†    Fourth Amendment to Employment Agreement dated as of April 1, 1999 between Kennedy-Wilson and Freeman Lyle.(12)
10.38†    Fifth Amendment to Employment Agreement dated as of April 1, 2000 between Kennedy-Wilson and Freeman Lyle.(12)
10.39†    Sixth Amendment to Employment Agreement dated as of January 1, 2001 between Kennedy-Wilson and Freeman Lyle.(12)
10.40†    Seventh Amendment to Employment Agreement dated as of March 28, 2001 between Kennedy-Wilson and Freeman Lyle.(12)
10.41†    Eighth Amendment to Employment Agreement dated as of September 1, 2002 between Kennedy-Wilson and Freeman Lyle.(12)
10.42†    Ninth Amendment to Employment Agreement dated October 1, 2003 between Kennedy-Wilson and Freeman Lyle.(12)
10.43†    Tenth Amendment to Employment Agreement dated January 1, 2004 between Kennedy-Wilson and Freeman Lyle.(12)
10.44†    Eleventh Amendment to Employment Agreement dated January 1, 2005 between Kennedy-Wilson and Freeman Lyle.(12)
10.45†    Twelfth Amendment to Employment Agreement dated January 1, 2006 between Kennedy-Wilson and Freeman Lyle.(12)

 

II-50

Table of Contents

Exhibit

No.

   

Description

10.46†    Thirteenth Amendment to Employment Agreement dated January 1, 2007 between Kennedy-Wilson and Freeman Lyle.(12)
10.47†    Fourteenth Amendment to Employment Agreement dated March 1, 2007 between Kennedy-Wilson and Freeman Lyle.(12)
10.48†    Fifteenth Amendment to Employment Agreement dated January 1, 2008 between Kennedy-Wilson and Freeman Lyle.(12)
10.49†    Sixteenth Amendment to Employment Agreement dated June 1, 2008 between Kennedy-Wilson and Freeman Lyle.(12)
10.50†    Seventeenth Amendment to Employment Agreement dated January 1, 2009 between Kennedy-Wilson and Freeman Lyle.(12)
10.51†    Amendment to Employment Agreement dated as of August 1, 2006 between KW Multi-Family Management Group and Robert Hart.(12)
10.52†    Second Amendment to Employment Agreement dated as of January 1, 2007 between KW Multi-Family Management Group and Robert Hart.(12)
10.53†    Third Amendment to Employment Agreement dated as of January 1, 2008 between KW Multi-Family Management Group and Robert Hart.(12)
10.54†    Fourth Amendment to Employment Agreement dated as of January 1, 2009 between KW Multi-Family Management Group and Robert Hart.(12)
10.55†    Business Loan Agreement dated July 29, 2009 between Kennedy-Wilson, Inc. and Pacific Western Bank.(12)
10.56†    Amended and Restated Loan Agreement dated June 5, 2008 between Kennedy-Wilson, Inc. and U.S. Bank National Association.(16)
10.57†    Junior Subordinated Indenture dated, January 31, 2007 between Kennedy-Wilson, Inc. and The Bank of New York Trust Company, National Association, as trustee.(12)
10.58†    First Amendment to Office Lease dated March 5, 1999 between Wilshire-Camden Associates and Kennedy-Wilson, Inc.(12)
10.59    Second Amendment to Lease dated June 2, 1999 between Wilshire-Camden Associates and Kennedy-Wilson, Inc.(12)
10.60    First Amendment to Office Lease dated March 5, 1999 between Wilshire-Camden Associates and Kennedy-Wilson, Inc.(12)
10.61    Second Amendment to Lease dated June 2, 1999 between Wilshire-Camden Associates and Kennedy-Wilson, Inc.(12)
10.62    Third Amendment to Office Lease dated December 20, 2002 between Brighton Enterprises, LLC and Kennedy-Wilson, Inc.(12)
10.63    Fourth Amendment to Office Lease dated September 11, 2003 between Wilshire-Camden Associates and Kennedy-Wilson, Inc.(12)
10.64    Fifth Amendment to Office Lease dated January 7, 2006 between Douglas Emmett 2000, LLC and Kennedy-Wilson, Inc.(12)
10.65    Standard Office Lease dated March 3, 2009 by and among 9701-Hempstead Plaza, LLC, 9701-Carolina Gardens LLC, 9701-West Point Realty LLC, 9701-Dakota Leasing LLC and 9701-Iowa Leasing LLC and Kennedy-Wilson Inc.(12)

 

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Exhibit

No.

   

Description

10.66    Second Amended and Restated Guaranty of Payment dated November 4, 2008 by Arthur S. Levine, as Trustee of the Ray J. Rutter Trust, Arthur S. Levine, as Trustee of the Susan Ray Rutter Trust, and Arthur S. Levine, as Trustee of the Robert Jonathan Rutter Trust, and Kennedy-Wilson Inc., to Bank Midwest N.A.(12)
10.67    Amended and Restated Guaranty dated October 25, 2007 Agreement by Kennedy-Wilson, Inc. in favor of Bank of America, N.A., as agent for lenders.(12)
10.68    Amendment to Irrevocable standby letters of credit dated October 26, 2007 from Bank of America to the beneficiary, City of Walnut Creek on behalf of Fairways 340 LLC.(12)
10.69    Guaranty Agreement made as of August 14, 2007 by Kennedy-Wilson, Inc. in favor of Bank of America, N.A., as agent for lenders.(12)
10.70    Repayment Guaranty made as of September 4, 2007 by Kennedy-Wilson, Inc. in favor of Wachovia Bank, N.A., as agent for lenders.(12)
10.71    Commercial Guaranty made as of September 13, 2007 by Kennedy-Wilson, Inc., to Pacific Western Bank, on behalf of Windscape Village LLC.(12)
10.72    Repayment Guaranty made as of May 9, 2007 by Kennedy-Wilson, Inc. and KW Property Fund I, L.P. for the benefit of Wachovia Bank National Association.(12)
10.73    Commercial Guaranty dated January 16, 2009 to Pacific Western Bank by KWI Property Fund I, L.P.(12)
10.74    Guaranty made as of May 29, 2008 by Kennedy-Wilson, Inc. and KW Property Fund III, L.P. for the benefit of Deutsche Bank, AG.(12)
10.75    Guaranty made as of September 9, 2005, by Kennedy-Wilson, Inc., a Delaware corporation, in favor of Bank of America, N.A.(12)
10.76    Guaranty made as of May 29, 2008 by Kennedy-Wilson, Inc. and KW Property Fund III, L.P. for the benefit of Deutsche Bank, AG.(12)
10.77    Guaranty made as of September 9, 2005, by Kennedy-Wilson, Inc., a Delaware corporation, in favor of Bank of America, N.A.(12)
10.78    Repayment Guaranty made as of September 4, 2007 by KWI Property Fund I, L.P. and KW Property Fund II, L.P., Delaware limited partnerships in favor of Wachovia Bank, N.A., as agent for lenders.(12)
10.79    Fifteenth Amendment to Employment Agreement dated January 1, 2009 between Kennedy-Wilson Properties and James Rosten.(15)
10.80    Eighteenth Amendment to Employment Agreement dated January 1, 2009 between Kennedy-Wilson and Freeman Lyle.(15)
10.81    Fifth Amendment to Employment Agreement dated January 1, 2009 between KW Multi-Family Group, Ltd. and Robert Hart.(15)
10.82    First Amendment to Forfeiture Agreement dated October 22, 2009 between Prospect Acquisition Corp., De Guardiola Advisors, Inc., De Guardiola Holdings, Inc., Flat Ridge Investments LLC, LLM Structured Equity Fund L.P, LLM Investors L.P., CMS Platinum Fund, L.P., SJC Capital LLC, Michael P. Castine, Daniel Gressel, Michael Downey, James J. Cahill, John Merchant and Kennedy-Wilson, Inc.(15)
10.83†    Waiver and Modification with respect to Employment Agreements dated October 22, 2009 between Kennedy-Wilson, Inc. and William J. McMorrow, Mary L. Ricks and Donald J. Herrema.(15)

 

II-52

Table of Contents

Exhibit

No.

   

Description

10.84    Agreement, dated as of November 11, 2009, by and between Prospect Acquisition Corp. and Victory Park Capital Advisors, LLC.(17)
10.85    Stock Purchase Agreement, by and between Prospect Acquisition Corp. and Victory Park Special Situations Master Fund, LTD.(17)
10.86    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Credit Suisse Securities (USA) LLC.(17)
10.87    Stock Purchase Agreement, dated as of November 11, 2009, by and between Prospect Acquisition Corp. and Nisswa Acquisition Master Fund, Ltd.(17)
10.88    Share Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Milton Arbitrage Partners, LLC.(17)
10.89    Stock Purchase Agreement.(18)
10.90    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Arrowgrass Master Fund Ltd.(19)
10.91    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Bulldog Investors.(19)
10.92    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Del Mar Master Fund Ltd.(19)
10.93    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Citigroup Global Markets Inc.(19)
10.94    Share Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and IBS (MF) Ltd. In Respect of Glazer Merger Arbitrage Series.(19)
10.95    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Glazer Offshore Fund Ltd.(19)
10.96    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and Glazer Capital Management, LP.(19)
10.97    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and HFR MA Select Opportunity Master Trust.(19)
10.98    Stock Purchase Agreement, dated as of November 12, 2009, by and between Prospect Acquisition Corp. and GSS Offshore SPC-Glazer Segregated Portfolio.(19)
10.99    Waiver and Modification With Respect to Employment Agreement Amendments.(20)
10.100    Securities Purchase Agreement, dated June 28, 2011, by and among Kennedy-Wilson Holdings, Inc., a Delaware corporation and the Purchasers named thereto. (24)
10.101    Schedule of Omitted Documents.*
12.1    Statement of Computation of Ratio of Earnings to Fixed Charges.*
21    List of Subsidiaries of Kennedy-Wilson Holdings, Inc.(21)
23.1    Consent of Independent Registered Public Accounting Firm.*
23.2    Consent of Independent Registered Public Accounting Firm.*
23.3    Consent of Independent Registered Public Accounting Firm.*
23.4    Consent of Independent Registered Public Accounting Firm.*

 

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Table of Contents

Exhibit

No.

   

Description

23.5    Consent of Independent Registered Public Accounting Firm.*
23.6    Consent of Independent Registered Public Accounting Firm.*
23.7   

Consent of Latham & Watkins LLP (included in Exhibit 5.1 above).*

24    Powers of Attorney (included in the signature pages to this registration statement).*
25    Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust, National Association (Form T-1).*
99.1    Form of Letter of Transmittal with Respect to the Exchange Offer.*
99.2    Form of Notice of Guaranteed Delivery with Respect to the Exchange Offer.*
99.3    Form of Letter to DTC Participants Regarding the Exchange Offer.*
99.4    Form of Letter to Beneficial Holders Regarding the Exchange Offer.*

 

† Management Contract, Compensation Plan or Agreement.
(1) Filed as Annex A to Amendment No. 5 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
(2) Filed as Annex D to Amendment No. 5 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
(3) Filed as Exhibit 3.2 to Amendment No. 3 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-145110) filed October 26, 2007 and incorporated by reference herein.
(4) Filed as Exhibit A to Annex C to Amendment No. 5 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
(5) Filed as Annex C to Amendment No. 5 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
(6) Filed as Exhibit 10.7 to Kennedy-Wilson Holdings, Inc.’s Annual Report on Form 10-K (File No.: 001-33824) filed on March 31, 2008 and incorporated by reference herein.
(7) Filed as Exhibit 10.9 to Kennedy-Wilson Holdings, Inc.’s Annual Report on Form 10-K (File No.: 001-33824) filed on March 31, 2008 and incorporated by reference herein.
(8) Filed as Exhibit 10.10 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-1 (File No. 333-145110) filed October 26, 2007 and incorporated by reference herein.
(9) Filed as Exhibit 10.11 to Kennedy-Wilson Holdings, Inc.’s Annual Report on Form 10-K (File No.: 001-33824) filed on March 31, 2008 and incorporated by reference herein.
(10) Filed as Exhibit 10.1 to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed January 7, 2009 and incorporated by reference herein.
(11) Filed as Exhibit 10.2 to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed January 7, 2009 and incorporated by reference herein.
(12) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on September 24, 2009 and incorporated by reference herein.
(13) Filed as Annex E to Amendment No. 5 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 28, 2009 and incorporated by reference herein.
(14) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-8 (File No.: 333-164928) filed on February 16, 2010 and incorporated by reference herein.
(15) Filed as an Exhibit to Amendment No. 2 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 23, 2009 and incorporated by reference herein.

 

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Table of Contents
(16) Filed as an Exhibit to Amendment No. 1 to Kennedy-Wilson Holdings, Inc.’s Registration Statement on Form S-4 (File No.: 333-162116) filed on October 16, 2009 and incorporated by reference herein.
(17) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed November 11, 2009 and incorporated by reference herein.
(18) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed November 12, 2009 and incorporated by reference herein.
(19) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed November 13, 2009 and incorporated by reference herein.
(20) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed November 19, 2009 and incorporated by reference herein.
(21) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Annual Report on Form 10-K (File No.: 001-33824) filed March 14, 2011 and incorporated by reference herein.
(22) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed April 8, 2011 and incorporated by reference herein.
(23) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed April 13, 2011 and incorporated by reference herein.
(24) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed June 29, 2011 and incorporated by reference herein.
(25) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed May 21, 2010 and incorporated by reference herein.
(26) Filed as an Exhibit to Kennedy-Wilson Holdings, Inc.’s Current Report on Form 8-K (File No.: 001-33824) filed August 16, 2010 and incorporated by reference herein.
* Filed herewith.

 

II-55

EX-3.3 2 d235317dex33.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Amended and Restated Certificate of Incorporation

Exhibit 3.3

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:20 PM 11/23/2009

FILED 08:43 PM 11/23/2009

SRV 091042664 – 2292670 FILE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

KENNEDY-WILSON, INC.

Kennedy-Wilson, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), as amended (the “Company”), does hereby certify that:

(a) The name of the Company is Kennedy-Wilson, Inc. The original Certificate of Incorporation was initially filed with the Secretary of State of Delaware on March 27,1992.

(b) This Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”), which restates and amends the Certificate of Incorporation filed with the Secretary of State of Delaware on March 27,1992, which was amended by Certificates of Amendment of the Certificate of Incorporation on November 20, 1995, November 19,1996, December 15, 1997, April 30, 1998, April 15, 1999 and March 25,2009, was duly adopted in accordance with the provisions of Section 242 and 245 of the General Corporation Law, and was approved by written consent of the stockholders of the Company pursuant to Section 228(d) of the Delaware General Corporation Law. Prompt notice of such action will be given to stockholders who did not consent in writing.

The text of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

FIRST. The name of the corporation is Kennedy-Wilson, Inc. (the “Corporation”).

SECOND. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

 

1

FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of Common Stock with a par value of one-tenth of one cent ($.001) per share.

A description of the respective classes of stock and a statement of the designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the Common Stock are as follows:

1. COMMON STOCK

A. Voting Rights. Except as otherwise required by law or this Certificate of Incorporation, each holder of Common Stock shall have one vote in respect of each share of stock held by him of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation.

B. Dividends. The holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors of the Corporation (the “Board of Directors”), out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock.

C. Dissolution, Liquidation or Winding Up. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, holders of Common Stock shall be entitled, unless otherwise provided by law or this Certificate of Incorporation, to receive all of the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

FIFTH. The corporation is to have perpetual existence.

SIXTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

1. The Board of Directors is expressly authorized to adopt, amend or repeal the By- Laws of the Corporation.

 

2

2. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

3. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-Laws of the Corporation may provide or as may be designated from time to time by the Board of Directors.

SEVENTH.

1. Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a action or proceeding, had no reasonable cause to believe his conduct was unlawful. The plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to

 

3

believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section 6 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation.

2. Actions of Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action of suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware of such other court shall deem proper.

3. Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action,

 

4

suit or proceeding, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purpose hereof to have been wholly successful with respect thereto.

4. Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of

 

5

counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

5. Advance of Expenses. Subject to the provisions of Section 6 below, in the event that the Corporation does not assume the defense pursuant to Section 4 of this Article of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter, provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking may be accepted without reference to the financial ability of such person to make such repayment.

6. Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 1,2 or 5 the Corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made

 

6

in each instance by (i) a majority vote of the directors of the Corporation who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), even though less than a quorum, (ii) if there are no such disinterested directors, or if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, (iii) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that lime parties to the action, suit or proceeding in question, or (iv) the Delaware Court of Chancery.

7. Remedies. The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 6. Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

8. Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

 

7

9. Other Rights. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

10. Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

11. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

 

8

12. Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

13. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by an applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

14. Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

15. Subsequent Legislation. If the General Corporation Law of the State of Delaware is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

EIGHTH. The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.

[The remainder of this page is intentionally left blank]

 

9

KENNEDY-WILSON, INC.
By:  

/s/ William J. McMorrow

  Name: William J. McMorrow
  Title: Chief Executive Officer

[Signature page to the Certificate of Incorporation of Kennedy-Wilson Inc.]

EX-3.4 3 d235317dex34.htm AMENDED AND RESTATED BY-LAWS Amended and Restated By-Laws

Exhibit 3.4

KENNEDY-WILSON, INC.

AMENDED AND RESTATED B Y - L A W S

TABLE OF CONTENTS

 

Article I. - General      1   

  1.1. Offices

      1   

  1.2. Seal

      1   

  1.3. Fiscal Year

      1   
Article II. - Stockholders      1   

  2.1. Place of Meetings

      1   

  2.2. Annual Meeting

      1   

  2.3. Quorum

      1   

  2.4. Right to Vote; Proxies

      2   

  2.5. Voting

      2   

  2.6. Notice of Annual Meetings

      2   

  2.7. Stockholders’ List

      2   

  2.8. Special Meetings

      3   

  2.9. Notice of Special Meetings

      3   

  2.10. Inspectors

      3   

  2.11. Stockholders’ Consent in Lieu of Meeting

      3   
Article III. - Directors      4   

  3.1. Number of Directors

      4   

  3.2. Change in Number of Directors; Vacancies

      4   

  3.3. Resignation

      5   

  3.4. Removal

      5   

  3.5. Place of Meetings and Books

      5   

  3.6. General Powers

      5   

  3.7. Executive Committee

      5   

  3.8. Other Committees

      5   

  3.9. Powers Denied to Committees

      5   

  3.10. Substitute Committee Member

      6   

  3.11. Compensation of Directors

      6   

  3.12. Annual Meeting

      6   

  3.13. Regular Meetings

      6   

  3.14. Special Meetings

      6   

  3.15. Quorum

      6   

  3.16. Telephonic Participation in Meetings

      6   

  3.17. Action by Consent

      7   
Article IV. - Officers      7   

  4.1. Selection; Statutory Officers

      7   

  4.2. Time of Election

      7   

  4.3. Additional Officers

      7   

  4.4. Terms of Office

      7   

  4.5. Compensation of Officers

      7   

  4.6. Chairman of the Board

      7   

  4.7. President

      7   

  4.8. Vice-Presidents

      8   

  4.9. Treasurer

      8   

  4.10. Secretary

      8   

  4.11. Assistant Secretary

      8   

  4.12. Assistant Treasurer

      8   

  4.13. Subordinate Officers

      9   
Article V. - Stock      9   

  5.1. Stock

      9   

  5.2. Fractional Share Interests

      9   

  5.3. Transfers of Stock

      9   

  5.4. Record Date

      10   

  5.5. Transfer Agent and Registrar

      10   

  5.6. Dividends

      10   

  5.7. Lost, Stolen or Destroyed Certificates

      10   

  5.8. Inspection of Books

      11   
Article VI. - Miscellaneous Management Provisions      11   

  6.1. Checks, Drafts and Notes

      11   

  6.2. Notices

      11   

  6.3. Conflict of Interest

      11   

  6.4. Voting of Securities owned by this Corporation

      12   
Article VII. - Indemnification      12   

  7.1. Right to Indemnification

      12   

  7.2. Right of Indemnitee to Bring Suit

      13   

  7.3. Non-Exclusivity of Rights

      13   

  7.4. Insurance

      13   

  7.5. Indemnification of Employees and Agents of the Corporation

      13   
Article VIII. - Amendments      14   

  8.1. Amendments

      14   

 

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KENNEDY-WILSON, INC.

AMENDED AND RESTATED B Y - L A W S

Article I. - General.

1.1. Offices. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

1.2. Seal. The seal of the Corporation, if any, shall be in the form of a circle and shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.

1.3. Fiscal Year. The fiscal year of the Corporation shall be the period from January 1 through December 31.

Article II.- Stockholders.

2.1. Place of Meetings. All meetings of the stockholders shall be held at the office of the Corporation except such meetings as the Board of Directors expressly determine shall be held elsewhere or solely by means of remote communication, in which cases meetings may be held upon notice as hereinafter provided at such other place or places within or without the State of Delaware or by remote communication as the Board of Directors shall have determined and as shall be stated in such notice.

2.2. Annual Meeting. The annual meeting of the stockholders shall be held on such date and at such time as the Board of Directors may determine. At each annual meeting the stockholders entitled to vote shall elect a Board of Directors by plurality vote by ballot, and they may transact such other corporate business as may properly be brought before the meeting. At the annual meeting any business may be transacted, irrespective of whether the notice calling such meeting shall have contained a reference thereto, except where notice is required by law, the Certificate of Incorporation, or these by-laws.

2.3. Quorum. At all meetings of the stockholders the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum requisite for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation or by these by-laws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, by a majority vote, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until the requisite amount of voting stock shall be present. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting, at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted if the meeting had been held as originally called.

2.4. Right to Vote; Proxies. Each holder of a share or shares of capital stock of the Corporation having the right to vote at any meeting shall be entitled to one vote for each such share of stock held by him. Any stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy, but no proxy which is dated more than three years prior to the meeting at which it is offered shall confer the right to vote thereat unless the proxy provides that it shall be effective for a longer period. A proxy may be granted by a writing executed by the stockholder or his authorized officer, director, employee or agent or by transmission or authorization of transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, subject to the conditions set forth in Section 212 of the Delaware General Corporation Law, as it may be amended from time to time (the “Delaware GCL”).

2.5. Voting. At all meetings of stockholders, except as otherwise expressly provided for by statute, the Certificate of Incorporation or these by-laws, (i) in all matters other than the election of directors, the affirmative vote of a majority of shares present in person or by means of remote communication or represented by proxy at the meeting and entitled to vote on such matter shall be the act of the stockholders and (ii) directors shall be elected by a plurality of the votes of the shares present in person or by means of remote communication or represented by proxy at the meeting and entitled to vote on the election of directors. Except as otherwise expressly provided by law, the Certificate of Incorporation or these by-laws, at all meetings of stockholders the voting shall be by voice vote, but any stockholder qualified to vote on the matter in question may demand a stock vote, by shares of stock, upon such question, whereupon such stock vote shall be taken by ballot which may be by electronic transmission by any stockholder present by means of remote communication, each of which shall state the name of the stockholder voting and the number of shares voted by him, and, if such ballot be cast by a proxy, it shall also state the name of the proxy.

2.6. Notice of Annual Meetings. Written notice of the annual meeting of the stockholders, stating the time, the place, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be sent not less than ten (10) nor more than sixty (60) days prior to the meeting. It shall be the duty of every stockholder to furnish to the Secretary of the Corporation or to the transfer agent, if any, of the class of stock owned by him, his post-office address and to notify said Secretary or transfer agent of any change therein.

2.7. Stockholders’ List. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder, and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary and shall be open to examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days before such meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal office of the corporation, and said list shall be open to examination during the whole time of said meeting, at the place of said meeting, or, if the meeting held is by remote communication, on a reasonably accessible electronic network and the information required to access such list shall be provided with the notice of the meeting.

 

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2.8. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise provided by statute, may be called by the Board of Directors, the Chairman of the Board, if any, the President or any Vice President.

2.9. Notice of Special Meetings. Written notice of a special meeting of stockholders, stating the time, the place, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the object thereof, shall be sent not less than ten (10) nor more than sixty (60) days before such meeting, to each stockholder entitled to vote thereat, either in paper form or electronic form pursuant to each stockholder’s instructions on record with the Corporation. No business may be transacted at such meeting except that referred to in said notice, or in a supplemental notice given also in compliance with the provisions hereof, or such other business as may be germane or supplementary to that stated in said notice or notices.

2.10. Inspectors.

1. One or more inspectors may be appointed by the Board of Directors before or at any meeting of stockholders, or, if no such appointment shall have been made, the presiding officer may make such appointment at the meeting. At the meeting for which the inspector or inspectors are appointed, he or they shall open and close the polls, receive and take charge of the proxies and ballots, and decide all questions touching on the qualifications of voters, the validity of proxies and the acceptance and rejection of votes. If any inspector previously appointed shall fail to attend or refuse or be unable to serve, the presiding officer shall appoint an inspector in his place.

2. At any time at which the Corporation has a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on an inter-dealer quotation system of a registered national securities association, or (iii) held of record by more than 2,000 stockholders, the provisions of Section 231 of the Delaware GCL with respect to inspectors of election and voting procedures shall apply, in lieu of the provisions of paragraph (l) of this §2.10.

2.11. Stockholders’ Consent in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this §2.11 to the Corporation, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of

 

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the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its principal place of business or to an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Article III. - Directors.

3.1. Number of Directors. Except as otherwise provided by law, the Certificate of Incorporation or these by-laws, the property and business of the Corporation shall be managed by or under the direction of a board of not less than one nor more than thirteen directors. Within the limits specified, the number of directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting. Directors need not be stockholders, residents of Delaware or citizens of the United States. The directors shall be elected by ballot at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify or until his earlier resignation or removal; provided that in the event of failure to hold such meeting or to hold such election at such meeting, such election may be held at any special meeting of the stockholders called for that purpose. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal, failure to elect, or otherwise, the remaining directors, although more or less than a quorum, by a majority vote of such remaining directors may elect a successor or successors who shall hold office for the unexpired term.

3.2. Change in Number of Directors; Vacancies. The maximum number of directors may be increased by an amendment to these by-laws adopted by a majority vote of the Board of Directors or by a majority vote of the capital stock having voting power, and if the number of directors is so increased by action of the Board of Directors or of the stockholders or otherwise, then the additional directors may be elected in the manner provided above for the filling of vacancies in the Board of Directors or at the annual meeting of stockholders or at a special meeting called for that purpose.

 

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3.3. Resignation. Any director of this Corporation may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, if any, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, at the time of receipt if no time is specified therein and at the time of acceptance if the effectiveness of such resignation is conditioned upon its acceptance. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.4. Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

3.5. Place of Meetings and Books. The Board of Directors may hold their meetings and keep the books of the Corporation outside the State of Delaware, at such places as they may from time to time determine.

3.6. General Powers. In addition to the powers and authority expressly conferred upon them by these by-laws, the board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

3.7. Executive Committee. There may be an executive committee of one or more directors designated by resolution passed by a majority of the whole board. The act of a majority of the members of such committee shall be the act of the committee. Said committee may meet at stated times or on notice to all by any of their own number, and shall have and may exercise those powers of the Board of Directors in the management of the business affairs of the Company as are provided by law and may authorize the seal of the Corporation to be affixed to all papers which may require it. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose.

3.8. Other Committees. The Board of Directors may also designate one or more committees in addition to the executive committee, by resolution or resolutions passed by a majority of the whole board; such committee or committees shall consist of one or more directors of the Corporation, and to the extent provided in the resolution or resolutions designating them, shall have and may exercise specific powers of the Board of Directors in the management of the business and affairs of the Corporation to the extent permitted by statute and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

3.9. Powers Denied to Committees. Committees of the Board of Directors shall not, in any event, have any power or authority to amend the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares adopted by the Board of Directors as provided in Section 151(a) of the Delaware GCL, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders

 

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a dissolution of the Corporation or a revocation of a dissolution or to amend the by-laws of the Corporation. Further, no committee of the Board of Directors shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware GCL, unless the resolution or resolutions designating such committee expressly so provides.

3.10. Substitute Committee Member. In the absence or on the disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any committee shall keep regular minutes of its proceedings and report the same to the board as may be required by the board.

3.11. Compensation of Directors. The Board of Directors shall have the power to fix the compensation of directors and members of committees of the Board. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.12. Annual Meeting. The newly elected board may meet at such place and time as shall be fixed and announced by the presiding officer at the annual meeting of stockholders, for the purpose of organization or otherwise, and no further notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or they may meet at such place and time as shall be stated in a notice given to such directors two (2) days prior to such meeting, or as shall be fixed by the consent in writing of all the directors.

3.13. Regular Meetings. Regular meetings of the board may be held without notice at such time and place as shall from time to time be determined by the board.

3.14. Special Meetings. Special meetings of the board may be called by the Chairman of the Board, if any, or the President, on two (2) days notice to each director, or such shorter period of time before the meeting as will nonetheless be sufficient for the convenient assembly of the directors so notified; special meetings shall be called by the Secretary in like manner and on like notice, on the written request of two or more directors.

3.15. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically permitted or provided by statute, or by the Certificate of Incorporation, or by these by-laws. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned.

3.16. Telephonic Participation in Meetings. Members of the Board of Directors or any committee designated by such board may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all

 

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persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

3.17. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission and such consent is filed in paper form with the minutes of proceedings of the board or committee.

Article IV. - Officers.

4.1. Selection; Statutory Officers. The officers of the Corporation shall be chosen by the Board of Directors. There shall be a President, a Secretary and a Treasurer, and there may be a Chief Executive Officer, a Chairman of the Board of Directors, a Chief Financial Officer, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, as the Board of Directors may elect. Any number of offices may be held by the same person.

4.2. Time of Election. The officers above named shall be chosen by the Board of Directors at its first meeting after each annual meeting of stockholders. None of said officers need be a director.

4.3. Additional Officers. The board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

4.4. Terms of Office. Each officer of the Corporation shall hold office until his successor is chosen and qualified, or until his earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.

4.5. Compensation of Officers. The Board of Directors shall have power to fix the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers.

4.6. Chairman of the Board. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and directors, and shall have such other duties as may be assigned to him from time to time by the Board of Directors.

4.7. President. Unless the Board of Directors otherwise determines, the President shall be the chief executive officer and head of the Corporation. Unless there is a Chairman of the Board, the President shall preside at all meetings of directors and stockholders. Under the supervision of the Board of Directors and of the executive committee, the President shall have the general control and management of its business and affairs, subject, however, to the right of the Board of Directors and of the executive committee to confer any specific power, except such as may be by statute exclusively conferred on the President, upon any other officer or officers of the Corporation. The President shall perform and do all acts and things incident to the position of President and such other duties as may be assigned to him from time to time by the Board of Directors or the executive committee.

 

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4.8. Vice-Presidents. The Vice-Presidents shall perform such of the duties of the President on behalf of the Corporation as may be respectively assigned to them from time to time by the Board of Directors or by the executive committee or by the President. The Board of Directors or the executive committee may designate one of the Vice-Presidents as the Executive Vice-President, and in the absence or inability of the President to act, such Executive Vice-President shall have and possess all of the powers and discharge all of the duties of the President, subject to the control of the board and of the executive committee.

4.9. Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Corporation which may come into his hands as Treasurer, and the power and authority to endorse checks, drafts and other instruments for the payment of money for deposit or collection when necessary or proper and to deposit the same to the credit of the Corporation in such bank or banks or depository as the Board of Directors or the executive committee, or the officers or agents to whom the Board of Directors or the executive committee may delegate such authority, may designate, and he may endorse all commercial documents requiring endorsements for or on behalf of the Corporation. He may sign all receipts and vouchers for the payments made to the Corporation. He shall render an account of his transactions to the Board of Directors or to the executive committee as often as the board or the committee shall require the same. He shall enter regularly in the books to be kept by him for that purpose full and adequate account of all moneys received and paid by him on account of the Corporation. He shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors and of the executive committee. He shall when requested, pursuant to vote of the Board of Directors or the executive committee, give a bond to the Corporation conditioned for the faithful performance of his duties, the expense of which bond shall be borne by the Corporation.

4.10. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and of the stockholders; he shall attend to the giving and serving of all notices of the Corporation. Except as otherwise ordered by the Board of Directors or the executive committee, he shall attest the seal of the Corporation upon all contracts and instruments executed under such seal and shall affix the seal of the Corporation thereto and to all certificates of shares of capital stock of the Corporation. He shall have charge of the stock certificate book, transfer book and stock ledger, and such other books and papers as the Board of Directors or the executive committee may direct. He shall, in general, perform all the duties of Secretary, subject to the control of the Board of Directors and of the executive committee.

4.11. Assistant Secretary. The Board of Directors or any two of the officers of the Corporation acting jointly may appoint or remove one or more Assistant Secretaries of the Corporation. Any Assistant Secretary upon his appointment shall perform such duties of the Secretary, and also any and all such other duties as the executive committee or the Board of Directors or the President or the Executive Vice-President or the Treasurer or the Secretary may designate.

4.12. Assistant Treasurer. The Board of Directors or any two of the officers of the Corporation acting jointly may appoint or remove one or more Assistant Treasurers of the Corporation. Any Assistant Treasurer upon his appointment shall perform such of the duties of the Treasurer, and also any and all such other duties as the executive committee or the Board of Directors or the President or the Executive Vice-President or the Treasurer or the Secretary may designate.

 

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4.13. Subordinate Officers. The Board of Directors may select such subordinate officers as it may deem desirable. Each such officer shall hold office for such period, have such authority, and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof.

Article V. - Stock.

5.1. Stock. Each stockholder shall be entitled to a certificate or certificates of stock of the Corporation in such form as the Board of Directors may from time to time prescribe. The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall certify the holder’s name and number and class of shares and shall be signed by both of (i) either the Chairperson or Vice Chairperson of the Board of Directors, or the President or Vice President, and (ii) any one of the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may, but need not, be sealed with the corporate seal of the Corporation. If such certificate is countersigned (l) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, the signature of the officers of the Corporation and the corporate seal may be facsimiles. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature shall have been used thereon had not ceased to be such officer or officers of the Corporation.

5.2. Fractional Share Interests. The Corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a share, it shall (i) arrange for the disposition of fractional interests by those entitled thereto, (ii) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (iii) issue scrip or warrants in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

5.3. Transfers of Stock. Subject to any transfer restrictions then in force, the shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers or to such other person as the directors may designate by whom they shall be cancelled and new certificates shall thereupon be issued. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest

 

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in such share on the part of any other person whether or not it shall have express or other notice thereof save as expressly provided by the laws of Delaware.

5.4. Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no such record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5.5. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents or transfer clerks and one or more registrars and may require all certificates of stock to bear the signature or signatures of any of them.

5.6. Dividends.

1. Power to Declare. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and the laws of Delaware.

2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

5.7. Lost, Stolen or Destroyed Certificates. No certificates for shares of stock of the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of the loss, theft or destruction and upon indemnification of the Corporation and its agents to such extent and in such manner as the Board of Directors may from time to time prescribe.

 

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5.8. Inspection of Books. The stockholders of the Corporation, by a majority vote at any meeting of stockholders duly called, or in case the stockholders shall fail to act, the Board of Directors shall have power from time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation (other than the stock ledger) or any of them, shall be open to inspection of stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation except as conferred by statute or authorized by the Board of Directors or by a resolution of the stockholders.

Article VI. - Miscellaneous Management Provisions.

6.1. Checks, Drafts and Notes. All checks, drafts or orders for the payment of money, and all notes and acceptances of the Corporation shall be signed by such officer or officers, agent or agents as the Board of Directors may designate.

6.2. Notices.

1. Notices to directors and stockholders may be (i) in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation, (ii) by facsimile telecommunication, when directed to a number at which the director or stockholder has consented to receive notice, (iii) by electronic mail, when directed to an electronic mail address at which the director or stockholder has consented to receive notice, (iv) by other electronic transmission, when directed to the director or stockholder. Notice by mail shall be deemed to be given at the time when the same shall be mailed.

2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation of the Corporation or of these by-laws, a written waiver signed by the person or persons entitled to said notice, or waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein or the meeting or action to which such notice relates, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

6.3. Conflict of Interest. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of or committee thereof which authorized the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee and the board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders of the Corporation entitled to vote thereon, and the contract or transaction as specifically approved in good faith by vote of such stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the

 

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time it is authorized, approved or ratified, by the Board of Directors, a committee or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

6.4. Voting of Securities owned by this Corporation. Subject always to the specific directions of the Board of Directors, (i) any shares or other securities issued by any other Corporation and owned or controlled by this Corporation may be voted in person at any meeting of security holders of such other corporation by the President of this Corporation if he is present at such meeting, or in his absence by the Treasurer of this Corporation if he is present at such meeting, and (ii) whenever, in the judgment of the President, it is desirable for this Corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such proxy or consent shall be executed in the name of this Corporation by the President, without the necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer, provided that if the President is unable to execute such proxy or consent by reason of sickness, absence from the United States or other similar cause, the Treasurer may execute such proxy or consent. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

Article VII. - Indemnification.

7.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of being or having been a director or officer of the Corporation or serving or having served at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware GCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto) (as used in this Article 7, the “Delaware Law”), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in §7.2 hereof with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article 7 shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Corporation of an

 

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undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article 7 or otherwise.

7.2. Right of Indemnitee to Bring Suit. If a claim under §7.1 hereof is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met the applicable standard of conduct set forth in the Delaware Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article 7 or otherwise shall be on the Corporation.

7.3. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article 7 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

7.4. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article 7 or under the Delaware Law.

7.5. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the Advancement of Expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article 7 with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation.

 

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Article VIII. - Amendments.

8.1. Amendments. The by-laws of the Corporation may be altered, amended or repealed at any meeting of the Board of Directors upon notice thereof in accordance with these by-laws, or at any meeting of the stockholders by the vote of the holders of the majority of the stock issued and outstanding and entitled to vote at such meeting, in accordance with the provisions of the Certificate of Incorporation of the Corporation and of the laws of Delaware.

 

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EX-3.5 4 d235317dex35.htm CERTIFICATE OF INCORPORATION Certificate of Incorporation

Exhibit 3.5

STATE of DELAWARE

CERTIFICATE of INCORPORATION

 

•  

First: The name of this Corporation is Kennedy-Wilson Properties, Ltd.

 

•  

Second: Its Registered Office in the State of Delaware is to be located at 15 East North Street, in the City of Dover, County of Kent, Zip Code 19901. The Registered Agent in charge thereof is Paracorp Incorporated.

 

•  

Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

•  

Fourth: The amount of the total authorized capital stock of this corporation is 20,000 shares at no par value.

 

•  

Fifth: The name and mailing address of the incorporator is as follows:

 

Name:   

Kent Y. Mouton, Esq.

Kulik, Gottesman & Mouton, LLP

Mailing Address:    1880 Century Park East, Suite 1150, Los Angeles, CA 90067

 

•  

Sixth: The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under Delaware law.

 

•  

Seventh: I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 30th day of June, A.D. 1998.

 

/s/ Kent Mouton

Kent Y. Mouton, Incorporator

 

  1  

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 06/30/1998

981255233 – 2915645

 EX-3.6 5 d235317dex36.htm CERTIFICATE OF INCORPORATION Certificate of Incorporation

Exhibit 3.6

 

    

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:30 PM 10/26/2005

FILED 10:30 PM 10/26/2005

SRV 050877296 – 4051708 FILE

Certificate of Incorporation

of

Kennedy-Wilson Property Services II, Inc.

First: The name of the corporation is Kennedy-Wilson Property Services II, Inc.

Second: The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the corporation at such address is The Corporation Trust Company.

Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

Fourth: The total number of shares of stock which the corporation is authorized to issue is 1,000 shares of common stock with a par value of $.001 per share.

Fifth: The business and affairs of the corporation shall be managed by the board of directors, and the directors need not be elected by ballot unless required by the by-laws of the corporation.

Sixth: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to adopt, amend or repeal the by-laws.

Seventh: The corporation reserves the right to amend and repeal any provision contained in this certificate of incorporation in the manner prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

Eighth: The incorporator is William B. Mandel, whose mailing address is 10100 Santa Monica Boulevard, Suite 2200, Los Angeles, California 90067.

Ninth: A Director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraphs by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

I, the undersigned, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this certificate of incorporation, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand and seal this 26th day of October 2005.

 

/s/ William B. Mandel

William B. Mandel, Incorporator

 

2

EX-3.7 6 d235317dex37.htm CERTIFICATE OF LIMITED PARTNERSHIP Certificate of Limited Partnership

Exhibit 3.7

 

    

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:47 PM 11/19/2008

FILED 05:47 PM 11/19/2008

SRV 081130780 – 4471832 FILE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

KENNEDY WILSON PROPERTY SERVICES III. L.P.

This Certificate of Limited Partnership (the “Certificate of Limited Partnership”) of Kennedy Wilson Property Services III, L.P. (the “Partnership”) is made, executed and dated as of November 17th, 2008 by Kennedy Wilson Property Services III GP, LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), pursuant to Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code Chapter 17:

FIRST: The name of the limited partnership hereby formed is:

Kennedy Wilson Property Services III, L.P.

SECOND: The address of the Partnership’s registered office in the state of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent for service of process on the Partnership in the State of Delaware is The Corporation Trust Company.

THIRD: The name and the business mailing address of the General Partner is:

Kennedy Wilson Property Services III GP, LLC

9601 Wilshire Blvd.

Beverly Hills, CA 90210

IN WITNESS WHEREOF, the undersigned, the General Partner of the Partnership, has executed this Certificate of Limited Partnership as of the 17th day of November, 2008.

 

KENNEDY-WILSON PROPERTY SERVICES III GP, LLC
By:  

/s/ Barry Schlesinger

Name:   Barry Schlesinger
Title:   Manager
 EX-3.8 7 d235317dex38.htm CERTIFICATE OF FORMATION Certificate of Formation

Exhibit 3.8

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:45 PM 11/19/2008

FILED 05:45 PM 11/19/2008

SRV 081130740 – 4472023 FILE

CERTIFICATE OF FORMATION

OF

KENNEDY WILSON PROPERTY SPECIAL EQUITY III, LLC

This Certificate of Formation of Kennedy Wilson Property Special Equity in LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-201, et. seq.).

FIRST. The name of the limited liability company formed hereby is Kennedy Wilson Property Special Equity III, LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of this 17th day of November, 2008.

 

By:  

/s/ John Prabhu

Name:   John Prabhu
Title:   Vice President
 EX-3.9 8 d235317dex39.htm CERTIFICATE OF INCORPORATION Certificate of Incorporation

Exhibit 3.9

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:50 PM 01/12/2006

FILED 04:18 PM 01/12/2006

SRV 060033498 – 4093362 FILE

      

CERTIFICATE OF INCORPORATION

OF

FAIRWAYS 340 CORP.

I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows:

FIRST. The name of the corporation is Fairways 340 Corp.

SECOND. The address of the corporation's registered office in the State of Delaware is 615 South Dupont Highway, in the City of Dover, County of Kent, 19901. The name of its registered agent at such address is National Corporate Research, Ltd.

THIRD. The corporation has been formed to engage in such lawful activities and to exercise such powers permitted to corporations under the General Corporation Law of the State of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is 10,000. All such shares are to be Common Stock, par value of $.0001 per share, and are to be of one class.

FIFTH. Except as otherwise provided in this certificate of incorporation in furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

SIXTH. Unless and except to the extent that the bylaws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

SEVENTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

EIGHTH. To the fullest extent permitted by applicable law, this corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this corporation (and any other persons to which the

General Corporation Law permits this corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this corporation, its stockholders and others.

Any amendment, repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of this corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such amendment, repeal or modification.

NINTH. The incorporator of the corporation is Emily A. Aguto, whose mailing address is 31248 Oak Crest Drive, Suite 100, Westlake Village, California 91361.

TENTH. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the person who is to serve as the sole initial director of the corporation until the first annual meeting of stockholders of the corporation, or until his successor is duly elected and qualified, is:

Freeman Lyle

9601 Wilshire Boulevard, Suite 220

Beverly Hills, CA 90210

The undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware and in pursuance of the General Corporation Law of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true and accordingly has hereunto set her hand this 12th day of January, 2006.

 

/s/ Emily A. Aguto

Emily A. Aguto, Incorporator

 

2

EX-3.10 9 d235317dex310.htm CERTIFICATE OF INCORPORATION Certificate of Incorporation

Exhibit 3.10

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:17 PM 08/26/2005

FILED 08:17 PM 08/26/2005

SRV 050708117 – 4021988 FILE

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

 

First:    The name of this Corporation is “Kennedy Wilson Overseas Investments, Inc.”.
Second:    Its registered office in the State of Delaware is to be located at 1220 N. Market Street, Suite 806, in the City of Wilmington, County of New Castle, Zip Code 19801. The registered agent in charge thereof is Unger Corporate Services, Inc.
Third:    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
Fourth:    The amount of the total stock of this corporation is authorized to issue is 1,000 shares with no (0) par value.
Fifth:    The name and mailing address of the incorporator are as follows:
   Name:    Kent Y. Mouton, Esq.
   Mailing Address    Kulik, Gottesman, Mouton & Siegel, LLP
      15303 Ventura Boulevard, Suite 1400
      Sherman Oaks, California 91403

I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 26th day of August, A.D. 2005.

 

BY:  

/s/ Kent Mouton

  (Incorporator)
NAME:  

Kent Y. Mouton

  (type or print)
 EX-3.11 10 d235317dex311.htm ARTICLES OF INCORPORATION Articles of Incorporation

Exhibit 3.11

 

     

 

1743679

   

FILED

In the office of the Secretary of State

of the State of California

 

MAY 5 1994

  

ARTICLES OF INCORPORATION

 

OF

 

K-W PROPERTIES

   

 

Tony Miller

Acting Secretary of State

ONE: The name of this corporation is K-W PROPERTIES.

TWO: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE: The name and address of this corporation’s initial agent for service of process is:

  Kent Y. Mouton, Esq.

Kulik, Gottesman & Mouton

1880 Century Park East, Suite 800

Los Angeles, California 90067

FOUR: This corporation is authorized to issue one Hundred Thousand (100,000) shares.

FIVE: The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law.

 

/s/ KENT MOUTON

KENT Y. MOUTON, Incorporator

I hereby declare that I am the person who executed the above Articles of Incorporation, and that this instrument is my act and deed.

 

/s/ KENT MOUTON

KENT Y. MOUTON, Incorporator
 EX-3.12 11 d235317dex312.htm CERTIFICATE OF FORMATION Certificate of Formation

Exhibit 3.12

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:40 PM 08/26/2010

FILED 07:37 PM 08/26/2010

SRV 100863513 – 4865122 FILE

      

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

•  

First: The name of the limited liability company is KWF Investors I, LLC

 

•  

Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington DE. The name of its Registered agent at such address is The Corporation Trust Company

 

•  

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

 

•  

Fourth: (Insert any other matters the members determine to include herein.)

 

 
 
 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 26 day of August, 2010.

 

By:  

/s/ B. Boudress

  Authorized Person(s)
Name:  

B. Boudress

  Typed or Printed
 EX-3.13 12 d235317dex313.htm CERTIFICATE OF FORMATION Certificate of Formation

Exhibit 3.13

 

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:11 PM 11/20/2009

FILED 08:00 PM 11/20/2009

SRV 091038248 – 4756268 FILE

CERTIFICATE OF FORMATION

OF

SG KW VENTURE I MANAGER LLC

1. The name of the limited liability company is SG KW VENTURE I MANAGER LLC.

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. (Insert any other matters the members determine to include herein.

For example, if the LLC is to have a specific effective date of dissolution, set forth as an additional item: “The latest date on which the limited liability company is to dissolve is                     .”

If a later effective date is desirable, set forth as an additional item: “This Certificate of Formation shall be effective on November 20, 2009.”)

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of SG KW VENTURE I MANAGER LLC this 20th day of November, 2009.

 

/s/ Freeman Lyle

Freeman Lyle, President K-W Properties
 EX-3.14 13 d235317dex314.htm CERTIFICATE OF FORMATION Certificate of Formation

Exhibit 3.14

 

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:50 PM 04/23/2010

FILED 06:44 PM 04/23/2010

SRV 100420025 – 4815629 FILE

CERTIFICATE OF FORMATION

OF

KW SUMMER HOUSE MANAGER, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that:

 

  1. The name of the limited liability company is KW Summer House Manager, LLC (the “Company”).

 

  2. The name and address of the registered agent and the registered office of the Company required to be maintained by Section 104 of the Delaware Limited Liability Company Act are The Corporation Trust Company – Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be duly executed as of this 23rd day of April, 2010.

 

/s/ Kate A. Cregor

Name:   Kate A. Cregor
Title:   Authorized Person
 EX-3.15 14 d235317dex315.htm ARTICLES OF ORGANIZATION Articles of Organization

Exhibit 3.15

LOGO

 

THE GREAT SEAL OF THE STATE OF CALIFORNIA

State of California

Secretary of State

File # 200935710127

LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION

FILED

In the Office of the Secretary of State of the State of California

DEC 23 2009

This Space for Filing Use Only

A $70.00 filing fee must accompany this form.

IMPORTANT – Read instructions before completing this form.

ENITITY NAME (End the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”)

1. NAME OF LIMITED LIABILITY COMPANY

PACIFICA WEST COAST PARTNERS, LLC

PURPOSE (The following statement is required by statute and may not be altered.)

2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY.KILLEA LIMITED LIABILITY COMPANY ACT.

INITIAL AGENT FOR SERVICE OF PROCESS (if the agent is an individual, the agent must reside in California and both items 3 and 4 must be completed. If the agent is a corporation. The agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and item 3 must be completed (leave item 4 blank).

3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS

C.T Corporation System

4. IF AN INDIVIDUAL. ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA. CITY STATE ZIPCODE CA

MANAGEMENT (Check only one)

5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY

ONE MANAGER

MORE THAN ONE MANAGER

ALL LIMITED LIABILITY COMPANY MEMBER(S)

ADDITIONAL INFORMATION

6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.

EXECUTION

7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED

SIGNATURE OF ORGANIZER DECEMBER 22, 2009

DATE

JOHN PRABHU

TYPE OR PRINT NAME OF ORGANIZER

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed

document should be returned.)

8. NAME [BRIGITTE BOUDRESS]

FIRM KENNEDY WILSON

ADDRESS 9710 WILSHIRE BLVD., SUITE 220

CITY/STATE/ZIP [BEVERLY HILLS, CA 90212]

LLC-1 (REV 03/2006)

APPROVED BY SECRETARY OF STATE

CA076 – 12/3/06 C T System Online

EX-3.16 15 d235317dex316.htm CERTIFICATE OF FORMATION Certificate of Formation

Exhibit 3.16

 

  

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:26 PM 02/18/2010

FILED 07:18 PM 02/18/2010

SRV 100165897 - 4790311 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

•  

First: The name of the limited liability company is KW Loan Partners I LLC

 

•  

Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its Registered agent at such address is The Corporation Trust Company.

In Witness Whereof, the undersigned has executed this Certificate of Formation of KW Loan Partners I LLC this 18th day of February 2010.

 

/s/ William B. Mandel

William B. Mandel, Authorized Person
 EX-3.17 16 d235317dex317.htm ARTICLES OF ORGANIZATION Articles of Organization

Exhibit 3.17

LOGO

 

State of California

LLC-1

Secretary of State

LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION

File # 200711110160

FILED

in the office of the Secretary of State of the State of California

APR 19 2007

This Space For Filing Use Only

A $ 70 00 filing fee must accompany this form.

IMPORTANT – Read instructions before completing this form.

ENTITY NAME (End the name with the words ‘Limited Liability Company or the abbreviations ‘LLC or L L C The words Limited and Company may be abbreviated to Ltd and Co respectively)

1 NAME OF LIMITED LIABILITY COMPANY

Kennedy Wilson Auction Group LLC

PURPOSE (The following statement is required by statute and should not be altered)

2 THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY – KILLEA LIMITED LIABILITY COMPANY ACT

INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave item 4 blank)

3 NAME OF INITIAL AGENT FOR SERVICE OF PROCESS

Kent Y Mouton

4 IF AN INDIVIDUAL ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE

15303 Ventura Blvd, Suite 1400 Sherman Oaks CA 91403

MANAGEMENT (Check only one)

5 THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY.

ONE MANAGER

MORE THAN ONE MANAGER

ALL LIMITED LIABILITY COMPANY MEMBER(S)

ADDITIONAL INFORMATION

6 ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES IF ANY IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE

EXECUTION

7 I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT WHICH EXECUTION IS MY ACT AND DEED

April 19, 2007

Date

SIGNATURE OF ORGANIZER

Kent Y Mouton

TYPE OR PRINT NAME OF ORGANIZER

APPROVED BY SECRETARY OF STATE

LLC–1 (REV 04/2007)

  200711110160   3009939
 

STATE OF CALIFORNIA

ARTICLES OF INCORPORATION

WITH STATEMENT OF CONVERSION

   LOGO

1. The name of this corporation is Kennedy Wilson Auction Group Inc.

2. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

3. The name and address in the State of California of this corporation’s initial agent for service of process is:

Kent Y. Mouton

15303 Ventura Blvd., Suite 1400

Sherman Oaks, California 91403

4. This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000 (one thousand).

5. The name of the converting California limited liability company is Kennedy Wilson Auction Group LLC. The limited liability company’s California Secretary of State file number is 200711110160. The principal terms of the plan of conversion were approved by a vote of the members, which equaled or exceeded the vote required under Section 17540.3. There is one class of members entitled to vote and the percentage vote required is a majority in interest of the members. The limited liability company is converting into a California stock corporation.

It is hereby declared that I am the person who executed this instrument, which execution is my act and deed on this 27th day of July 2007.

 

/s/ Richard “Rhett” Winchell

Richard “Rhett” Winchell,

Manager of Kennedy Wilson Auction Group, LLC

and Incorporator

    3009939
 

STATE OF CALIFORNIA

ARTICLES OF INCORPORATION

WITH STATEMENT OF CONVERSION

   LOGO

1. The name of this corporation is Kennedy Wilson Auction Group Inc.

2. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

3. The name and address in the State of California of this corporation’s initial agent for service of process is:

Kent Y. Mouton

15303 Ventura Blvd., Suite 1400

Sherman Oaks, California 91403

4. This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000 (one thousand).

5. The name of the converting California limited liability company is Kennedy Wilson Auction Group LLC. The limited liability company’s California Secretary of State file number is 200711110160. The principal terms of the plan of conversion were approved by a vote of the members, which equaled or exceeded the vote required under Section 17540.3. There is one class of members entitled to vote and the percentage vote required is a majority in interest of the members. The limited liability company is converting into a California stock corporation.

It is hereby declared that I am the person who executed this instrument, which execution is my act and deed on this 27th day of July 2007

 

/s/ Richard “Rhett” Winchell

Richard “Rhett” Winchell,

Manager of Kennedy Wilson Auction Group, LLC

and Incorporator

 EX-3.18 17 d235317dex318.htm ARTICLES OF INCORPORATION Articles of Incorporation

Exhibit 3.18

 

 

 

 

ARTICLES OF INCORPORATION

 

OF

 

K-W MARENGO INC.

   

LOGO

ARTICLE ONE: The name of this corporation is K-W Marengo Inc.

ARTICLE TWO: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE THREE: The name and address in the State of California of this corporation’s initial agent for service of process is:

Kent Y. Mouton, Esq.

c/o Kulik, Gottesman & Mouton, LLP

1880 Century Park East, Suite 1150

Los Angeles, California 90067

ARTICLE FOUR: This corporation is authorized to issue Ten Thousand (10.000) shares of stock.

ARTICLE FIVE: The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law.

Executed on September 3. 1998.

 

/s/ Kent Mouton

Kent Y. Mouton, Incorporator

  

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

K-W MARENGO INC.

   

LOGO

Freeman A. Lyle hereby certifies that:

1. He is the president and secretary of K-W Marengo Inc.. a California corporation.

2. Article One of the articles of incorporation of this corporation is amended to read as follows: The name of this corporation is:

K-W Santiago Inc.

3. The foregoing amendment of articles of incorporation has been duly approved by the board of directors.

4. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

DATE: February 22, 1999

 

/s/ Freeman Lyle

Freeman A. Lyle,
President and Secretary
 EX-3.19 18 d235317dex319.htm ARTICLES OF INCORPORATION Articles of Incorporation

Exhibit 3.19

LOGO

 

2

993

FORM B C A-47

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY

THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE)

STATE OF ILLINOIS,

Cook

COUNTRY ss.

TO PAUL POWELL, Secretary of State:

(Do note write in this space)

Date Paid 6-25-71

Initial License Fee $ 12.50

Franchise Tax $ 27.08

Filing Fee $ 75.00

Clerk $ 114.58

4234

17

The undersigned,

Name Number Street Address City State

Ernest Greenberger 105 West Adams Street Chicago, Illinois

being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation hereby incorporated is: EFPEE CORPORATION

ARTICLE TWO

The address of its initial registered office in the State of Illinois is: Suite 2200, 105 West Adams Street, in the City of Chicago (60603) (Zip Code) County of Cook and the name of its initial Registered Agent at said address is: Ernest Greenberger

ARTICLE THREE

The duration of the corporation is: perpetual

PAID

JUN 29 1971

Secretary of State

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

To purchase, lease, own, manage, improve, develop, sell, mortgage, pledge exchange or otherwise deal in real property, improved and unimproved, and any interests therein;

To build, develop, manage, improve, alter and furnish buildings and structures of every kind and description on real property owned by the corporation or by others and to make and perform contracts in connection therewith;

To buy, sell, lease, rent and manage real property and any interests therein for its own account or for the account of others;

To manufacture, buy, sell, own, mortgage, pledge, or otherwise deal in goods, wares and merchandise of every class and description;

To do everything necessary, suitable and proper for the accomplishment of any of the purposes and the furtherance of any of the powers herein set forth and to do every other act or acts incidental thereto or connected with the aforesaid purposes and powers, or any part thereof, not inconsistent with the laws under which this corporation is organized.

ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 100,000, divided into One classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

 

Class    Series
(If any)		      Number of
Shares		     

Par value per share or
statement that shares

are without par value

  

Common

      —           100,000       $ 1.00   

PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

NONE

ARTICLE SIX

The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:

 

Class of shares    Number of shares      Total consideration to be
received therefor:		  

Common

      25,000       $ 25,000.00   
      $     

ARTICLE SEVEN

The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE EIGHT

The number of directors to be elected at the first meeting of the shareholders is: four (4)

ARTICLE NINE

PARAGRAPH 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $             

PARAGRAPH 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $             

PARAGRAPH 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $             

PARAGRAPH 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $             

NOTE: If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information called for in Article Nine need not be stated.

LOGO

 

5

993

Ernest Greenberger

Incorporators

NOTE: There may be one or more incorporators. Each incorporator shall be either a corporation, domestic or foreign, or a natural person of the age of twenty-one years or more. If a corporation acts as incorporator, the name of the corporation and state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him, and the corporate seal shall be affixed and attested by its Secretary or an Assistant Secretary.

OATH AND ACKNOWLEDGEMENT

STATE OF ILLINOIS

Cook

Country ss.

Marilyn Claire Jahnke. A Notary Public, do hereby certify that on the 24th day of June 1971 Ernest Greenberger

Personally appeared before me and being first duly sworn by me acknowledged the signing of the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

Place

(NOTARIAL SEAL)

Here

Notary Public

FORM B C A-47

ARTICLES OF INCORPORATION

EFPEE CORPORATION

The following fees are required to be paid at the time of issuing Certificate of Incorporation: Filing fee $75.00; Initial license fee of 50¢ per $1,000.00 or 1/20th of 1% of the amount of stated capital and paid-in surplus the corporation proposes to issue without further report (Article Six); Initial franchise tax of 1/10th of 1% of the issued, as above noted. However, the minimum initial franchise tax is $25.00 and varies monthly on $25,000, or less, as follows: January, $37.50; February $35.42; March, $33.33; April, $31.25; May, $29.17; June, $27.08; July, $25.00; August, $22.92; September, $20.83; October, $18.75; November, $16.67; December, $14.58; (See Sec. 133 BCA).

In excess of $25,000, the franchise tax per $1,000.00 is as follows: Jan., $1.50; Feb., 1,4167; March, 1.3334; April, 1.25; May, 1.1667; June, 1.0834; July, 1.00; Aug., .9167; Sept., .8334; Oct., .75; Nov., .6667; Dec., .5834.

All shares issued in excess of the amount mentioned in article Six of this application must be reported within 60 days from date of issuance thereof, and franchise tax and license fee paid thereon; otherwise, the corporation is subject to a penalty of 1% for each month on the amount until reported and subject to a fine of not to exceed $500.00.

The same fees are required for a subsequent issue of shares except the filing fee is $1.00 instead of $75.00.

FILED

JUN 25 1971

(Illegible)

(19601-50M-5-70)

LOGO

 

Certificate Number 2580

STATE OF ILLINOIS

OFFICE OF THE SECRETARY OF STATE

To all to whom these Presents Shall Come, Greeting:

Whereas, Articles of MERGER duly signed and verified of FINE PROPERTIES CORPORATION, a Minnesota Corporation, merged into EFPEE CORPORATION, an Illinois Corporation, and name of surviving corporation changed to FINE PROPERTIES CORPORATION

have been filed in the Office of the Secretary of State on the 17th day of February A.D. 1972, as provided by “THE BUSINESS CORPORATION ACT” of Illinois in force July 13, A.D. 1933, as amended; Now Therefore. I. JOHN W. LEWIS Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate of MERGER and attach thereto a copy of the Articles of MERGER of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, Done at the City of Springfield this 17th day of February A.D. 1972 and of the Independence of the United States the one hundred and 96th SECRETARY OF STATE

LOGO

 

4985-437-4

FORM BCA-69a (Do not write in this space)

ARTICLES OF MERGER Date Paid 2-17-72

OF DOMESTIC AND FOREIGN Filing Fee $ 100

CORPORATION Clerk

(Strike Inapplicable Words)

To PAUL POWELL, Secretary of State,

The undersigned corporations, pursuant to Section 69a of “The Business Corporation Act” of the State of Illinois, hereby execute the following articles of merger-:

ARTICLE ONE

The names of the corporations proposing to merge and the names of the States under the laws of which such corporations are organized, are as follows:

Name of Corporation State of Incorporation

FINE PROPERTIES CORPORATION Minnesota

EFPEE CORPORATION Illinois

ARTICLE TWO

The laws of Minnesota, the State under which such foreign corporation is organized, permit such merger.

ARTICLE THREE

The name of the surviving corporation shall be FINE PROPERTIES CORPORATION and it shall be governed by the laws of the State of ILLINOIS

ARTICLE FOUR

The plan of merger is an follows:

1. Efpee Corporation, hereby merges into itself Fine Properties Corporation and said Fine Properties Corporation on shall be and hereby is merged into Efpee Corporation, which shall be the surviving corporation, and shall continue to exist under its existing Articles of Incorporation, under the name Fine Properties Corporation.

2. The Articles of Incorporation of Efpee Corporation, as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Articles of Incorporation of the corporation surviving this merger, except that Article I of the Articles of Incorporation is hereby amended to read as follows:

“The name of the corporation is FINE

PROPERTIES CORPORATION.”

3. The manner of converting the outstanding shares of the capital stock of each of the constituent corporations into the shares or other securities of the surviving corporation shall be as follows:

(a) Each share of common stock of the merged corporation which shall be outstanding on the effective date of this Agreement, and all rights in respect thereof shall forthwith be changed and converted into one share of common stock of the surviving corporation.

(b) After the effective date of this Agreement each holder of an outstanding certificate representing shares of common stock of the merged corporation shall surrender the same to the surviving corporation and each such holder shall be entitled upon such surrender to receive the number of shares of common stock of the surviving corporation on the basis provided herein. Until so surrendered the outstanding shares of stock of the merged corporation to be converted into the stock of the surviving corporation as provided herein may be treated by the surviving corporation for all corporate purposes as evidencing the ownership of shares of the surviving corporation as though said surrender and exchange had taken place.

(c) the shares of stock of the surviving corporation which shall be outstanding immediately prior to the effective date of this agreement shall be canceled.

4. The terms and conditions of the merger are as follows:

(a) The by-laws of the surviving corporation as they shall exist on the effective date of this Agreement shall be and remain the by-laws of the surviving corporation until the same shall be altered, amended or repealed as therein provided.

(b) The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

(c) This merger shall become effective upon the filing of the Agreement of Merger.

(d) Upon the merger becoming effective, all of the property, rights, privileges, franchises, patents, trademarkes, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporate respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns; to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged (continued)

ARTICLE FIVE

As to each corporation, the number of shares outstanding, the number of shares entitled to vote, and the number and designation of the shares of any class entitled to vote as a class, are:

 

Name of Corporation    Total Number
of Shares
Outstanding		      Total Number
of Shares
Entitled to Vote		      Designation of
Class Entitled
to Vote as a
Class (if any)		      Number of
Shares of
Such Class
(if any)		  

FINE PROPERTIES CORPORATION

      6666-2/3         6666-2/3         —           —     

EFPEE CORPORATION

      25,000         25,000         —           —     

ARTICLE SIX

As to each corporation, the number of shares voted for and against the plan, respectively, and the number of shares of any class entitled to vote as a class voted for and against the plan, are:

 

Name of Corporation    Total Shares
Voted for		      Total Shares
Voted Against		    Class    Shares
Voted for		    Shares
Voted Against

FINE PROPERTIES CORPORATION

      6666-2/3       None         

EFPEE CORPORATION

      25,000       None         

ARTICLE SEVEN

All provisions of the laws of the State of Illinois and the State of Minnesota applicable to the proposed merger have been complied with.

corporation acquired or be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action.

LOGO

 

STATE OF ILLINOIS

COUNTY OF COOK } ss.

13/[illegible]

I, Jeffreg C. Rappin, a Notary Public, do hereby certify that on the 28th day of December, A.D. 1971, personally appeared before me Arthur Yergin, who declares that he is the President of EFPEE CORPORATON, one of the corporations executing the foregoing documents, and being first duly sworn, acknowledged that he signed the foregoing articles of merger in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Place

(Notarial Seal) Notary Public

Here

STATE OF ILLINOIS

COUNTY OF COOK }ss.

I, Jeffreg C. Rappin, a Notary Public, do hereby certify that on the 28th day of December, A.D. 1971, personally appeared before me Arthur Yergin, who declares that he is the President of FINE PROPERTIES CORPORATON, one of the corporations executing the foregoing documents, and being first duly sworn, acknowledged that he signed the foregoing articles of merger in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Place

(Notarial Seal) Notary Public

Here

Form BCA-69a

Box 4985 File 437-4

ARTICLES OF

MERGER

OF

FINE PROPERTIES CORPORATION

EFPEE CORPORATION

Secretary of State

(File in Duplicate)

Filing Fee $100.00

If merger involves more than two corporations, $50.00 for each additional corporation.

IN WITNESS WHEREOF each of the undersigned corporations has caused these articles of merger to be executed in its name by its president or vice president and its corporate seal to be hereunto affixed, attested by its secretary or assistant secretary, this 28th day of December, 1971

 

LOGO

     

EFPEE CORPORATION

   

 

By

  

 

LOGO

 

     

Its

   President
        Vice President
       
       
       
       
       
ATTEST:        

LOGO

       
Its   Secretary        
  Assistant Secretary        
           Place      

FINE PROPERTIES CORPORATION

  (Corporate Seal)        
           Here     By  

LOGO

       

Its

   President
ATTEST:         Vice President

LOGO

       
Its   Secretary        
  Assistant Secretary        

(over)

LOGO

 

Certificate Number 20464

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

To all to whom these Presents Shall Come, Greeting:

Whereas, Articles of amendment to the Articles of Incorporation duly signed and verified of FINE PROPERTIES CORPORATION have been filed in the Office of the Secretary of State on the 12th day of March A.D. 1974, as provided by “THE BUSINESS CORPORATION ACT” OF Illinois, in force July 13, A.D. 1933.

Now Therefore, I, MICHAEL J. HOWLETT, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate of amendment and attach thereto a copy of the Articles of Amendment to the Articles of Incorporation of the aforesaid corporation.

In Testimony Whereof, Thereto set my hand and cause to be affixed the Great Seal of the State of Illinois,

Done at the City of Springfield this 12th day of March A.D. 1974 and of the Independence of the United States the one hundred and 98th.

SECRETARY OF STATE.

LOGO

 

15/993

FORM BCA-55

(Do not write in this space)

Date Paid 3-12-74

License Fee $

Franchise Tax $

Filing Fee $ 25.00

Clerk

(File in Duplicate)

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION 1711 16

OF

FINE PROPERTIES CORPORATION

(Exact Corporate Name)

To MICHAEL J. HOWLETT

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST: The name of the corporation is:

FINE PROPERTIES CORPORATION

ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

ARTICLE ONE of the Articles of Incorporation is amended to read as follows:

“The name of the corporation hereby incorporated is

CENTRE PROPERTIES LTD.” 04

PAID

MAR 14 1974

Secretary of State

(Disregard separation into classes if class voting does not apply to the amendment voted on.)   

ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 26,786; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:

 

Class    Number of Shares

Common

    26,786

 

(Disregard separation into classes if class voting does not apply to the amendment voted on.)   

ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 26,786; and the number of shares voted against said amendment or amendments was –0–. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:

 

Class    Number of Shares Voted  
     For      Against  

Common

      26,786         –0–   

 

(Disregard these items unless the amendment restates the articles of incorporation.)    Item 1. On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had              shares issued, itemized as follows:

 

Class    Series
(If Any)		    Number of
Shares		    Par value per share
or statement that
shares are without
par value
        

N/A

 

   Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $              and a paid-in surplus of $              or a total of $            .

N/A

(Disregard this Article where this amendment contains no such provisions.)   

ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:

  

N/A

LOGO   

ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:

  
  
  
  
  
  
  

N/A

Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)   

Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:

 

     Before Amendment      After Amendment  

Stated capital

    $         $     

Paid-in surplus

    $         $     

 

  

N/A

LOGO

 

18/993

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its President, and its corporate seal to be hereto affixed, attested by its Secretary, this 27th day of February, 1974.

FINE PROPERTIES CORPORATION

(Exact Corporate Name)

By

Its

President

Place

(CORPORATE SEAL)

Here

ATTEST:

Its

Secretary

STATE OF ILLINOIS

COUNTY OF COOK

SS.

I, Mary Ruth Anderson, a Notary Public, do hereby certify that on the 27th day of February 1974, personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Notary Public

Place

(NOTARIAL SEAL)

Here

Form BCA-55

Box 4985 File 437-4

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

FINE PROPERTIES CORPORATION

FILED MAR 12 1974

Secretary of State

FILE IN DUPLICATE

Filing Fee $25.00

Filing Fee for Re-Stated Articles $100.00

(49795-30M-3-73) 10

LOGO

 

File Number 4985 437 4

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF

CENTRE PROPERTIES LTD.

INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, Fim Edgar. Secretary of State of the Sate of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation.

In Testimony Whereof, Thereto set my hand and cause to be affixed the Great Peal of the State of Illinois, at the City of Springfield. This 12th day of NOVEMBER A.D. 1986 and of the Independence of the United States the two hundred and 11th.

SECRETARY OF STATE

SEAL OF THE STATE OF ILLINOIS AUG. 26TH 1818

BCA-10.30 (Rev. Jul. 1984)

 

Submit in Duplicate

   

 

JIM EDGAR

Secretary of State

State of Illinois

  

File # 4985-437-

 

This Space For Use By

Secretary of State

 

Remit payment in Check or Money Order, payable to “Secretary of State”.

 

DO NOT SEND CASH!

   

 

ARTICLES OF AMENDMENT

  

 

Date

 

License Fee

Franchise Tax

Filing Fee

Clerk

  

 

11-12-86

 

$

$ 28

$

13A

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned corporation hereby adopts these Articles of Amendment to its Articles of Incorporation.

 

ARTICLE ONE      

The name of the corporation is CENTRE PROPERTIES LTD.

(Note 1)

ARTICLE TWO       The following amendment of the Articles of Incorporation was adopted on November 7, 1986 in the manner indicated below. (“X” one box only.)
   ¨   

By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

   ¨   

By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

   ¨   

By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

   ¨   

By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Note 4)

   x   

By the shareholders, in accordance with Sections 10 20 and 7.10, a resolution of the board of directors have been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 4)

(INSERT AMENDMENT)

(Any article being amended is required to be set forth in its entirety.) (Suggested language for an amendment to change the corporate name is: RESOLVED, that the Articles of Incorporation be amended to read as follows:)

 

 

(NEW NAME)

RESOLVED, that Article One of the Articles of Incorporation be amended to read as follows:

ARTICLE ONE: The name of the corporation is HEITMAN PROPERTIES LTD.

All changes other than name, include on page 2

(over)

Page 2

Resolution

 

Not applicable.

Page 3

 

ARTICLE THREE    The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
   No change
ARTICLE FOUR   

(a) The manner in which said amendment effects a change in the amount of paid-in capital* is as follows:

(If not applicable, insert “No change”)

   No change
   (b) The amount of paid-in capital* as changed by this amendment is as follows: (If not applicable, insert “No change”)
   No change

 

     Before Amendment      After Amendment  

Paid-in Capital

    $                    $                

The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true.

 

Dated November 7, 1986  

CENTRE PROPERTIES LTD.

    (Exact Name of Corporation)
attested by  

/s/ Susan Whelihan

   by  

/s/ ROGER E. SMITH

  (Signature of Assistant Secretary)     (Signature of Exec. Vice President)
 

SUSAN WHELIHAN, ASST. SEC’Y

    

ROGER E. SMITH, EXEC. V.P.

  (Type or Print Name and Title)     (Type or Print Name and Title)

 

* “Paid-in Capital” replaces the terms Stated Capital & Paid-in Surplus and is equal to the total of these accounts.

LOGO

 

Page 4

NOTES and INSTRUCTIONS

NOTE 1: State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.

NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. (§10.10)

NOTE 3: Directors may adopt amendments without shareholder approval in only six instances, as follows:

(a) to remove the names and addresses of directors named in the articles of incorporation; (b) to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to §5.10 is also filed;

(c) to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;

(d) to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;

(e) to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with §9.05.

(Illegible)

(f) to restate the articles of incorporation as currently amended. (§10.15)

NOTE 4: All amendments not adopted under §10.10 or §10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.

Shareholder approval may be (1) by vote at a shareholders’ meeting (either annual or special) or (2) by consent, in writing, without a meeting.

To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required).

The articles of incorporation may supercede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies.

NOTE 5: When shareholder approval is by written consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment. (§§ 7.10 & 10.20)

Form BCA-10.30

File No.

ARTICLES OF AMENDMENT

Filing Fee $25.00

Filing Fee for Re-Stated Articles $100.00

FILED

Nov 12 1986

JIM EDGAR

Secretary of State

NOV 13 1986

PAID

RETURN TO:

Corporation Department

Secretary of State

Springfield, Illinois 62756

Telephone 217 – 782-6961

LOGO

 

File Number 4985-437-4

State of Illinois

Office of The Secretary of State

Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF

INCORPORATION OF

HEITMAN PROPERTIES LTD.

INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN

FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE

BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation.

An Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 17TH day of JULY A.D. 1998 and of the Independence of the United States the two hundred and 23RD.

Secretary of State

C-212.2

SEAL OF THE STATE OF ILLINOIS

AUG. 26TH 1818

LOGO

 

Form BCA-10.30

(Rev. Jan. 1995)

George H. Ryan

Secretary of State

Department of Business Services

Springfield, IL 62756

Telephone (217) 782-1832

Remit payment in check or money order, payable to “Secretary of State.”

*The filing fee for articles of amendment - $25.00

ARTICLES OF AMENDMENT

FILED JUL 17 1998

PAID JUL 20 1998

GEORGE H. RYAN

SECRETARY OF STATE

File # D4985-437-(Illegible)

SUBMIT IN DUPLICATE

This space for use by Secretary of State

Date

Franchise Tax $

Filing Fee* $

Penalty

Approved:

7-17-(Illegible)

$ 25.00

(Illegible)

1. CORPORATE NAME: Heitman Properties Ltd. (Note 1)

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on July 13, 1998

19 in the manner indicated below. (“X” one box only)

By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

3. TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:

Kennedy-Wilson Properties Ltd., Illinois

(NEW NAME)

All changes other than name, include on page 2

(over)

EXPEDITED

JUL 17 1998

SECRETARY OF STATE

Text of Amendment

 

  b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If then is not sufficient space to do so, add one or more sheets of this size.)

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued share or a reduction of the number of authorized shares of any class below the number of issued shares of that class provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

 

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable; insert “No change”)

 

     Before Amendment      After Amendment  

Paid-in Capital

    $                    $                

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

 

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms under penalties of perjury, that the facts stated herein are true.

 

Dated July 13, 1998, 19        

Kennedy–Wilson Properties Ltd., Illinois

      (Exact Name of Corporation at date of execution)
attested by  

/s/ Barry Schlesinger

   By  

/s/ Terry Wachsner

  (Signature of Secretary or Assistant Secretary)     (Signature of President or Vice President)
 

Barry Schlesinger, Secretary

    

Terry Wachsner, President

  (Type or Print Name and Title)     (Type or Print Name and Title)

 

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated                     , 19    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

NOTES and INSTRUCTIONS

 

NOTE 1:    State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2:    Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have
   been named or elected.    (§ 10.10)
NOTE 3:    Directors may adopt amendments without shareholder approval in only seven instances, as follows:   
   (a)    to remove the names and addresses of directors named in the articles of incorporation;
   (b)    to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed;
   (c)    to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.
   (d)    to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;
   (e)    to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;
   (f)    to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05,
   (g)    to restate the articles of incorporation as currently amended.    (§ 10.15)
NOTE 4:    All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.
   Shareholder approval may be (1) by vote at a shareholders’ meeting (either annual or special) or (2) by consent, in writing, without a meeting.
   To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least  2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a  2/3 vote within each class is required).
   The articles of incorporation may supersede the  2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when
   class voting applies.    (§ 10.20)
NOTE 5:    When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly
   notified of the passage of the amendment.    (§§ 7.10 & 10.20)

C-173.9

LOGO

 

File Number 4985-437-4

State of Illinois

Office of

The Secretary of State

Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF KENNEDY-WILSON PROPERTIES LTD., ILLINOIS INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 27 TH day of AUGUST A.D. 1998 and of the Independence of the United States the two hundred and 23 RD

George H. Ryan

Secretary of State

LOGO

 

Form BCA-10.30

(Rev. Jan. 1995) ARTICLES OF AMENDMENT File # D4985-437 [Illegible]

George H. Ryan

Secretary of State

Department of Business Services

Springfield, IL 62756

Telephone (217) 782-1832

PAID AUG 27 [Illegible]

FILED AUG 27 1998

GEORGE H. RYAN

SECRETARY OF STATE

SUBMIT IN DUPLICATE

Remit payment in check or money

Order, payable to “Secretary of State.”

“The filing fee for articles of amendment - $25.00

This Space for use by Secretary of State

Date 8-27- [Illegible]

Franchise Tax $

Filing Fee* $[Illegible]

Penalty $

Approved:

1. CORPORATE NAME: Kennedy – Wilson Properties Ltd., Illinois

2. MANNERS OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on August 21, 1998 19 in the manner indicated below. (“X” one box only)

By a majority of the incorporators, provided no directors were named in the articles of incorporation and no [Illegible] have been elected:

(Note 2)

By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no [Illegible] as of the time of adoption of this amendment;

(Note 2)

By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but [Illegible] action not being required for the adoption of the amendment;

(Note 3)

By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been [Illegible] adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number [Illegible] votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having [Illegible] duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having [Illegible] less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders [Illegible] have not consented in writing have been given notice in accordance with Section 7.10;

(Note 4& [Illegible]

By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having [Illegible] duly adopted and submitted to the shareholders. A consent in writing has been signed by all the [Illegible] entitled to vote on this amendment.

3. TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all [Illegible] amendments.

Article I: The name of the corporation is:

Kennedy-Wilson Properties Ltd.

(NEW NAME)

All changes other than name, include on page 2

(over)

EXPEDITED AUG 27 1998 SECRETARY OF STATE

Text of Amendment

 

  b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If the is not sufficient space to do so, add one or more sheets of this size.)

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

 

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

 

     Before Amendment      After Amendment  

Paid-in Capital

    $                    $                

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

 

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

 

Dated August 21, 1998    

Kennedy–Wilson Properties Ltd.,

      (Exact Name of Corporation at date of execution)
attested by  

/s/ Freeman A. Lyle

   By  

/s/ Barry Schlesinger

  (Signature of Secretary or Assistant Secretary)     (Signature of President or Vice President)
 

Freeman A. Lyle, Assistant Secretary

    

Barry Schlesinger, President

  (Type or Print Name and Title)     (Type or Print Name and Title)

 

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated                     , 19    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

NOTES and INSTRUCTIONS

 

NOTE 1:    State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2:    Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have
   been named or elected.    (§ 10.10)
NOTE 3:    Directors may adopt amendments without shareholder approval in only seven instances, as follows:
   (a)    to remove the names and addresses of directors named in the articles of incorporation;
   (b)    to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed;
   (c)    to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.
   (d)    to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;
   (e)    to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;
   (f)    to “reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05,
   (g)    to restate the articles of incorporation as currently amended.    (§10.15)
NOTE 4:    All amendments not adopted under § 10.10 or § 10,15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.
   Shareholder approval may be (1) by vote at a shareholders meeting (either annual or special) or (2) by consent, in writing, without a meeting.
   To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least  2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a  2/3 vote within each class is required).
   The articles of incorporation may supersede the  2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class
   voting applies.    (§ 10.20)
NOTE 5:    When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly
   notified of the passage of the amendment.    (§§ 7.10 & 10.20)

C-173.9

 

Page 4

LOGO

 

FORM BCA 5. 10/5.20 (rev. Dec. 2003)

STATEMENT OF CHANGE OF

REGISTERED AGENT AND/OR

REGISTERED OFFICE

Business Corporation Act

Jesse White, Secretary of State

Department of Business Services

Springfield, IL 62756

217-782-3647

www.cyberdriveillinois.com

FILED

JAN 05 2007

JESSE WHITE

SECRETARY OF STATE

Remit payment in the form of a

check or money order payable

to Secretary of State.

File # 4985-437-4 Filing Fee: $25 Approved: (Illegible)

Submit in duplicate Type or Print clearly in black ink Do not write above this line

1. Corporate Name: Kennedy-Wilson Properties Ltd.

CP0596107

2. State or Country of Incorporation: Illinois

3. Name and Address of Registered Agent and Registered Office as they appear on the records of the Office of the Secretary of State (before change):

Registered Agent ParaCorp Inc.

First Name Middle Name Last Name

Registered Office 1 W Old Capitol Plz #805

Number Street Suite No. (P.O. Box alone is unacceptable)

Springfield, IL 62701 Sangamon

City Zip Code County

4. Name and Address of Registered Agent and Registered Office shall be (after all changes herein reported):

Registered Agent C T Corporation System

First Name Middle Name Last Name

Registered Office 208 S LaSalle Street, Suite 814

Number Street Suite No. (P.O. Box alone is unacceptable)

Chicago, IL 60604 City ZIP Code County COOK

5. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6. The above change was authorized by: (“X” one box only)

(a) Resolution duly adopted by the board of directors. (Note 5)

(b) Action of the registered agent. (Note 6)

PAID

JAN 08 2007

EXPEDITED

SECRETARY OF STATE

SEE REVERSE FOR SIGNATURES(S).

Printed by authority of the State of Illinois – 4/05 – 25M – C-135.17

(Illegible) C T System Online

7. If authorized by the board of directors, sign here. See Note 5 below.

The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

 

Dated   December 11   ,  

2006

    

Kennedy-Wilson Properties Ltd.

  Month & Day     Year     Exact Name of Corporation
 

/s/    James Rosten

    
  Any Authorized Officer’s Signature    
 

        James Rosten, President

    
  Name and Title (type or print)    

If change of registered office by registered agent, sign here. See Note 6 below.

The undersigned, under penalties of perjury, affirms that the facts stated herein are true and correct.

 

Dated     ,      

 

  Month & Day     Year     Exact Name of Corporation
         

 

          Name (type or print)
          If Registered Agent is a corporation,
          Name and Title of officer who is signing on its behalf.

NOTES

 

1. The registered office may, but need not be, the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

 

2. The registered office must include a street or road address (P.O. Box alone is unacceptable).

 

3. A corporation cannot act as its own registered agent.

 

4. If the registered office is changed from one county to another, the corporation must file with the Recorder of Deeds of the new county a certified copy of the Articles of Incorporation and a certified copy of the Statement of Change of Registered Office. Such certified copies may be obtained ONLY from the Secretary of State.

 

5. Any change of registered agent must be by resolution adopted by the board of directors. This statement must be signed by a duly authorized officer.

 

6. The registered agent may report a change of the registered office of the corporation for which he/she is a registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.
EX-3.20 19 d235317dex320.htm ARTICLES OF INCORPORATION Articles of Incorporation

Exhibit 3.20

 

 ARTS-GS  

  Articles of Incorporation of a

  General Stock Corporation

      

 

 

ENDORSED - FILED

in the office of the Secretary of State

of the State of California

 

JUL 07 2011

  
   

 

To form a general stock corporation in California, you can fill out this form or prepare your own document, and submit for filing along with:

        
   

 

–

  

 

A $100 filing fee,

        
   

 

–

  

 

A separate, non-refundable $15 service fee, if you drop off the completed form or document.

        
   

 

Important! Corporations in California may have to pay a minimum $800 yearly tax to the California Franchise Tax Board, Go to www.ftb.ca.gov for more information.

        
   

 

Note: Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs.

      

 

 

This Space For Office Use Only

    
   

 

For questions about this form, go to www.sos.ca.gov/business/be/filing-tips.htm.

    
   

 

Corporate Name (List the proposed corporate name. Go to www.sos.ca.gov/business/be/name-availability.htm for general corporate name requirements and restrictions.)

    
     

 



  

 

The name of corporation is

  

 

KW Residential Group, Inc.

  

 

.

    
   

 

Corporate Purpose

    
     

 

‚

  

 

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

    
   

 

Service of Process (List a California resident or an active 1505 corporation in California that agrees to be your initial agent to accept service of process in case your corporation is sued. You may list any adult who lives in California. You may not list your own corporation as the agent. Do not list an address if the agent is a 1505 corporation)

    
     

 

ƒ

  

 

a. Agent’s name:

  

 

C T Corporation System

    
       

 

b. Agent’s address:

    

 

CA

    
         

 

    
            Street Address (if agent is not a corporation)                    City (no abbreviations)   State    Zip        
   

 

Shares (List the number of shares the corporation is authorized to issue. Note: Before shares of stock are sold or issued, the corporation must comply with the Corporate Securities Law of 1968 administered by the California Department of Corporations. For more information, go to www.corp.ca.gov or call the California Department of Corporations at (213) 576-7500.)

    
     

 

„

  

 

This corporation is authorized to issue only one class of shares of stock.

       

 

The total number of shares which this corporation is authorized to issue is

  

 

1000

  

 

.

    
   

 

This form must be signed by each incorporator. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2” x 11”). All attachments are made part of these articles of incorporation.

     

 

u

  

 

/s/ BRIGITTE BOUDRESS

    

 

BRIGITTE BOUDRESS

      
     

 

    

 

      
     

  Incorporator - Sign here

 

    

  Print your name here

 

   

Make check/money order payable to: Secretary of State

 

We can give you up to 2 free certified copies of

your filed form if you submit up to 2 completed

copies of this form (with all attachments).

  

By Mail

 

Secretary of State

Business Entities, P.O. Box 944260

Sacramento, CA 94244-2600

  

Drop-Off

 

Secretary of State

1500 11th Street, 3rd Floor

Sacramento, CA 95814

    

 

Corporations Code §§ 200-202 et seq., Revenue and Taxation Code § 23153

ARTS-GS (EST 06/2011)

  

2011 California Secretary of State

www.sos.ca.gov/business

 EX-3.21 20 d235317dex321.htm ARTICLES OF INCORPORATION Articles of Incorporation

Exhibit 3.21

 

 

ARTICLES OF INCORPORATION

OF

WRS ENTERPRISES, INC.

    LOGO

The undersigned incorporator for the purpose of forming a corporation under the General Corporation Law of the State of California hereby certifies:

ONE: The name of the corporation is WRS ENTERPRISES, INC.

TWO: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THEEE: The name and complete business address in this state of the corporation’s initial agent for service of process is William R. Stevenson, 2821 Main Street, Suite 2, Santa Monica, California 90405.

FOUR: The corporation is authorized to issue 10,000 shares of Common Stock of one class.

FIVE: This corporation is a close corporation. All of the issued shares of the corporation of all classes shall be held of record by no more than ten persons, calculated as provided in Section 158 of the California

Corporations Code.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.

 

/s/ William R. Stevenson

William R. Stevenson

I declare that I am the person who executed the foregoing Articles of Incorporation and said instrument is my act and deed.

Executed this 21st day of June, 1979, at Santa Monica, California.

 

/s/ William R. Stevenson

William R. Stevenson

 

2.

  A205307    FILED
  CERTIFICATE OF AMENDMENT    In the office of the Secretary of State of
  OF    the State of California
  ARTICLES OF INCORPORATION    JUN 29 1979
  OF    MARCH FONG EU, Secretary of State
 

WRS ENTERPRISES, INC.

    James E. Harris
     Deputy

William R. Stevenson certifies that:

1. He is the President and Secretary of WRS Enterprises, Inc., a California corporation.

2. Article ONE of the Articles of Incorporation is amended to read:

“ONE: The name of the corporation is Kennedy – Wilson, Inc.”

3. The amendment herein set forth has been duly approved by the Board of Directors.

4. The amendment herein set forth has been duly approved by shareholders holding 100% of the outstanding shares. The corporation has only one class of shares and the number of outstanding shares is 1,000.

 

/s/ William R. Stevenson

William R. Stevenson

The undersigned declares under penalty of perjury that he has read the foregoing Certificate and knows the contents thereof and that the same is true of his own knowledge.

Executed at Santa Monica, California, on June 27, 1979.

 

/s/ William R. Stevenson

William R. Stevenson

      A419040
      FILED
   CERTIFICATE OF AMENDMENT    In the office of the Secretary of State
   OF    of the State of California
   ARTICLES OF INCORPORATION OF    JUN 09 1992
   KENNEDY–WILSON, INC.    March Fong Eu
   (a California corporation)    MARCH FONG EU. Secretary of State

William R. Stevenson and Alan D. Wallace certify that:

1. They are the President and Secretary, respectively, of Kennedy–Wilson, Inc., a California corporation.

2. Article FIVE of the Articles of Incorporation is hereby deleted.

3. The amendment herein set forth has been duly approved by the Board of Directors.

4. The amendment herein set forth has been duly approved by shareholders holding 100% of the outstanding shares. The corporation has only one class of shares and the number of outstanding shares is 1000.

 

/s/ William R. Stevenson

William R. Stevenson, President

/s/ Alan D. Wallace

Alan D. Wallace, Secretary

Each of the undersigned declares under penalty of perjury that he has read the foregoing Certificate and knows the contents thereof and that the same is true of his own knowledge.

Executed at Santa Monica, California on May 11, 1992.

 

/s/ William R. Stevenson

William R. Stevenson

/s/ Alan D. Wallace

Alan D. Wallace

   A447778    FILED
NCTO:    CERTIFICATE OF AMENDMENT    In the office of the Secretary of State
   OF    of the State of California
   ARTICLES OF INCORPORATION    JUN 16 1994
   OF    Tony Miller
   KENNEDY–WILSON, INC.    Acting Secretary of State

Simon Mildé and Randall G. Dotemoto certify that:

1. They are the President and Secretary, respectively, of Kennedy-Wilson, Inc., a California corporation.

2. Article ONE of the articles of incorporation of this corporation is amended to read as follows:

“ONE: The name of the corporation is Kennedy – Wilson International.”

3. The foregoing amendment of articles of incorporation has been duly approved by the board of directors.

4. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATED: June 7, 1994.

 

/s/ Simon Mildé

Simon Mildé, President

/s/ Randall G. Dotemoto

Randall G. Dotemoto, Secretary
 EX-3.22 21 d235317dex322.htm BYLAWS Bylaws

Exhibit 3.22

BYLAWS

OF

Kennedy-Wilson Property Equity, Inc.

 

ARTICLE I – OFFICES

SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at 15 East North Street,              in the City of Dover                                          in the County of Kent                                          in the State of Delaware.

SECTION 2. OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II – MEETING OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3. VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by

 

DELAWARE BYLAWS

–1 –

majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4. STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least ten (10) days before each meeting of the stockholders prepare a complete alphabetically addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at a place within the city where the meeting is to be held. Which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5. QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at a meeting as originally noticed shall be entitled to vote any adjournment or adjournments thereof.

SECTION 6. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7. NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten (10) nor more than fifty (50) days before the date of the meeting.

SECTION 8. BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

 

DELAWARE BYLAWS

–2 –

SECTION 9. ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these bylaws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE III – DIRECTORS

SECTION 1. NUMBER AND TERM. The number of directors shall be                     . The directors shall be elected at the annual meeting of stockholders and each directors shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2. RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3. VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4. REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5. INCREASE OF NUMBER. The number of directors may be increased by amendment of these Bylaws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6. COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of

 

DELAWARE BYLAWS

–3 –

committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation thereof.

SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior of such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV – OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3. CHAIRMAN. The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4. PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of their stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf, of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

 

DELAWARE BYLAWS

–4 –

SECTION 5. VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

SECTION 7. SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose, and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V – STOCK

SECTION 1. CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations

 

DELAWARE BYLAWS

–5 –

or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2. LOST CERTIFICATES. New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3. TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their, duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be expressed in the entry of the transfer.

SECTION 4. STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the

 

DELAWARE BYLAWS

–6 –

directors shall deem conducive to the interests of the corporation.

SECTION 6. SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8. CHECKS. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by officer or officers, agent or agents of the corporation, and in such manner as shall be determined form time to time by resolution of the Board of Directors.

SECTION 9. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be, deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI – AMENDMENTS

These Bylaws may be altered and repealed and Bylaws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

 

DELAWARE BYLAWS

–7 –

CERTIFICATE OF ADOPTION OF BYLAWS OF

Kennedy-Wilson Property Equity, Inc.

 

A DELAWARE CORPORATION

Adoption by Board of Directors.

The undersigned, being all of the persons appointed in the Certificate of Incorporation to act as the first Board of Directors of the above named corporation (or being their duly appointed successors) hereby assent to the foregoing Bylaws, and adopt the same as the Bylaws of said corporation.

IN WITNESS WHEREOF, we have hereunto set our hands this      day of              , 19    .

 

 

  , Director

 

  , Director

 

  , Director

 

  , Director

Certificate by Secretary of Adoption of Directors.

THIS IS TO CERTIFY THAT:

I am the duly elected, qualified and acting secretary of the above named corporation and that the above and foregoing Bylaws were adopted as the Bylaws of said, corporation on the date set forth above by the persons appointed in the Certificate of Incorporation to act as the first Directors of said corporation, or their duly appointed successors.

IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of July, 2000.

 

/s/ Freeman Lyle

Freeman A. Lyle,   , Secretary

Certificate by Secretary of Adoption of Shareholders’ Vote.

THIS IS TO CERTIFY THAT:

I am the duly elected, qualified and acting Secretary of the above named corporation and that the above and foregoing Code of Bylaws was submitted to the shareholders at their first meeting held on the date set forth in the Bylaws and recorded in the minutes thereof and was ratified by the vote of shareholders entitled to exercise the majority of the voting power of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this      day of              , 19    .

 

 

, Secretary

 

DELAWARE BYLAWS

–8 –

EX-3.23 22 d235317dex323.htm BYLAWS Bylaws

Exhibit 3.23

BY-LAWS

OF

KENNEDY-WILSON PROPERTY SERVICES II, INC.

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix.

Section 3. Notice of Meetings.

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting

at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

Section 5. Organization.

Such person as the Board of Directors may have designated or, in the absence of such a person, the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

 

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Section 6. Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefore by a stockholder entitled to vote or by his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace

 

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any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

 

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Section 9. Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section.

ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office.

The authorized number of directors of the Corporation shall be not less than one (1) nor more than ten (10), and the exact number of initial directors shall be three (3) until changed, within the limits specified above, by a resolution amending such exact number, duly adopted by the Board of Directors or by the stockholders. The minimum and maximum number of directors

 

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may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the Certificate of Incorporation or by an amendment to this Bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Directors need not be stockholders of the corporation or residents of the State of Delaware.

Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings.

 

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Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by

 

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law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 8. Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being;

(5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;

 

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(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

(8) To adopt from time to time regulations, not inconsistent with these By-laws, for the management of the Corporation’s business and affairs.

Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place,

 

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the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person.

Section 2. President.

 

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The President shall be the chief executive officer of the Corporation. Subject to the provisions of these By-laws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

Section 3. Vice President.

Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One (1) Vice President shall be designated by the Board to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

Section 4. Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the

 

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corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 6. Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 7. Removal.

Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 8. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

Section 2. Transfers of Stock.

 

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Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these By-laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

 

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A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

 

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Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI - NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

 

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ARTICLE VII - MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 3. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Fiscal Year.

The fiscal year of the Corporation shall be as fixed by the Board of Directors.

 

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Section 5. Time Periods.

In applying any provision of these By-laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Right to Indemnification.

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE VIII with respect to

 

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proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 2. Right to Advancement of Expenses.

The right to indemnification conferred in Section 1 of this ARTICLE VIII shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in sections Section 1 and Section 2 of this ARTICLE VIII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

Section 3. Right of Indemnitee to Bring Suit.

If a claim under Section Section 1 and Section 2 of this ARTICLE VIII is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the

 

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applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

 

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Section 4. Non-Exclusivity of Rights.

The rights to indemnification and to the advancement of expenses conferred in this ARTICLE VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6. Indemnification of Employees and Agents of the Corporation.

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE IX - AMENDMENTS

These By-laws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting.

 

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ORGANIZATIONAL WRITTEN CONSENT

OF THE INCORPORATOR OF

KENNEDY-WILSON PROPERTY SERVICES II, INC.

The undersigned Incorporator named in the Certificate of Incorporation of Kennedy-Wilson Property Services II, Inc., a Delaware corporation (the “Corporation”), acting pursuant to Section 108 of the General Corporation Law of Delaware does hereby adopt the following resolutions:

CERTIFICATE OF INCORPORATION FILED

The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on October 26, 2005 and a certified copy of said Certificate of Incorporation showing the filing date and corporate number has been inserted in the minute book of the Corporation.

BYLAWS

WHEREAS, a set of Bylaws for the regulation of the affairs of the Corporation has been reviewed by the undersigned Incorporator;

NOW, THEREFORE, BE IT RESOLVED, that said Bylaws are hereby adopted as the Bylaws of the Corporation; and

RESOLVED FURTHER, that the Secretary of the Corporation, when appointed, is hereby authorized and directed to execute of Certificate of the adoption of said Bylaws, to insert said Bylaws, as so certified in the corporate minute book.

ELECTION OF DIRECTORS

WHEREAS, the Bylaws of the Corporation provide that the authorized number of directors is three (3); and

NOW, THEREFORE, BE IT RESOLVED, that the following persons are hereby elected as the first directors of the Corporation, to hold office until the first annual meeting of stockholders or until their successors are elected and qualified:

Barry Schlesinger

William J. McMorrow

Freeman A. Lyle

Upon the execution of this Organizational Written Consent of Incorporator, the undersigned hereby resigns as the incorporator of the Corporation.

The undersigned agrees that this Written Consent shall be added to the corporate records of the Corporation and made a part thereof.

 

/s/ William B. Mandel

William B. Mandel, Incorporator

 

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EX-3.24 23 d235317dex324.htm BYLAWS Bylaws

Exhibit 3.24

BYLAWS OF

K-W PROPERTIES

(A California Corporation)

ARTICLE I

SHAREHOLDERS’ MEETINGS

Section 1. TIME. An annual meeting for the election of directors and for the transaction of any other proper business and any special meeting shall be held on the date and at the time as the Board of Directors shall from time to time fix.

Time of Meeting: 10:00 o’clock A.M.

Date of Meeting: The 31st day of January

Section 2. PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of California, as the Directors may, from time to time, fix. Whenever the Directors shall fail to fix such place, the meetings shall be held at the principal executive office of the corporation.

Section 3. CALL. Annual meetings may be called by the Directors, by the Chairman of the Board, if any, Vice Chairman of the Board, if any, the President, if any, the Secretary, or by any officer instructed by the Directors to call the meeting. Special meetings may be called in like manner and by the holders of shares entitled to cast not less than ten percent of the votes at the meeting being called.

Section 4. NOTICE. Written notice stating the place, day and hour of each meeting, and, in the case of a special meeting, the general nature of the business to be transacted or, in the case of an Annual Meeting, those matters which the Board of Directors, at the time of mailing of the notice, intends to present for action by the shareholders, shall by given not less than ten days (or not less than any such other minimum period of days as may be prescribed by the General Corporation Law) or more than sixty days (or more than any such maximum period of days as may be prescribed by the General Corporation Law) before the date of the meeting, by mail, personally, or by other means of written communication, charges prepaid by or at the direction of the Directors, the President, if any, the secretary or the officer or persons calling the meeting, addressed to each shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the said principal executive office is located.

 

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Such notice shall be deemed to be delivered when deposited in the United States mail with first class postage therein prepaid, or sent by other means of written communication addressed to the shareholder at his address as it appears on the stock transfer books of the corporation. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of notice to be presented by management for election. At an annual meeting of shareholders, any matter relating to the affairs of the corporation, whether, or not stated in the notice of the meeting, may be brought up for action except matters which the General Corporation Law requires to be stated in the notice of the meeting. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; provided that, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

Section 5. CONSENT. The transaction of any meeting, however called and noticed, and wherever held, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the shareholders or his proxy signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting constitutes a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting shall not constitute a waiver of any right to object to the consideration of matters required by the General Corporation Law to be included in the notice if such objection is expressly made at the meeting. Except as otherwise provided in subdivision (f) of Section 601 of the General Corporation Law, neither the business to be transacted at nor the purpose of any regular or special meeting need be specified in any written waiver of notice.

Section 6. CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting — the Chairman of the Board, if any, the Vice-chairman of the Board, if any, the President, if any, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall

 

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act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

Section 7. PROXY REPRESENTATION. Every shareholder may authorize another person or persons to act as his proxy at a meeting or by written action. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it prior to the vote or written action pursuant thereto, except as otherwise provided by the General Corporation Law. As used herein, a “proxy” shall be deemed to mean a written authorization signed by a shareholder or a shareholder’s attorney in fact giving another person or persons power to vote or consent in writing with respect to the shares of such shareholder, and “Signed” as used herein shall be deemed to me an the placing of such shareholder’s name on the proxy, whether by manual signature, typewriting, telegraphic transmission or otherwise by such shareholder or such shareholder’s attorney in fact. Where applicable, the form of any proxy shall comply with the provisions of Section 604 of the General Corporation Law.

Section 8. INSPECTORS – APPOINTMENT. In advance of any meeting, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or, if any persons so appointed fail to appear or refuse to act, the Chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election, or persons to replace any of those who so fail or refuse, at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented shall determine whether one or three inspectors are to be appointed.

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes, ballots, if any, or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority shall be effective in all respects as the decision, act, or certificate of all.

Section 9. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is

 

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defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one or more subsidiaries.

Section 10. QUORUM; VOTE; WRITTEN CONSENT. The holders of a majority of the voting shares shall constitute a quorum at a meeting of shareholders for the transaction of any business. The shareholders present at a. duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum if any action taken, other than adjournment, is approved by at least a majority of the shares required to constitute a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented thereat, but no other business may be transacted except as hereinbefore provided.

In the election of directors, a plurality of the votes cast shall elect. No shareholder shall be entitled to exercise the right of cumulative voting at a meeting for the election of directors unless the candidate’s name or the candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for such candidates in nomination.

Except as otherwise provided by the General Corporation Law, the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting at which a quorum is present shall be authorized by the affirmative vote of a majority of the shares represented at the meeting.

Except in the election of directors by written consent in lieu of a meeting, and except as may otherwise be provided by the General corporation Law, the Articles of Incorporation or these Bylaws, any action which may be taken at any annual or special meeting may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by holders of shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Notice of any shareholder approval pursuant to Section 310, 317, 1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written

 

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consent to those shareholders entitled to vote who have not consented in writing.

Section 11. BALLOT. Elections of directors at a meeting need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. In all other matters, voting need not be by ballot.

Section 12. SHAREHOLDERS’ AGREEMENTS. Notwithstanding the above provisions in the event this corporation elects to become a close corporation, an agreement between two or more shareholders thereof, if in writing and signed by the parties thereof, may provide that in exercising any voting rights the shares held by them shall be voted as provided therein or in Section 706, and may otherwise modify these provisions as to shareholders’ meetings and actions.

ARTICLE II

BOARD OF DIRECTORS

Section 1. FUNCTIONS. The business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of its Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. The Board of Directors shall have authority to fix the compensation of directors for services in any lawful capacity.

Each director shall exercise such powers and otherwise perform such duties in good faith, in the manner such director believes to be in the best interests of the corporation, and with care, including reasonable inquiry, Using ordinary prudence, as a person in a like position would use under similar circumstances. (Section 309).

Section 2. EXCEPTION FOR CLOSE CORPORATION. Notwithstanding the provisions of Section 1, in the event that this corporation shall elect to become a close corporation as defined in Section 186, its shareholders may enter into a Shareholders’ Agreement as provided in Section 300 (b). Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of this corporation by the shareholders, provided however such agreement shall, to the extent and so long as the discretion or the powers of the Board in its management of corporate affairs is controlled by such agreement, impose upon each shareholder who is a party thereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors as provided in Section 300 (d).

 

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Section 3. QUALIFICATIONS AND NUMBER. A director need not be a shareholder of the corporation, a citizen, of the United States, or a resident of the State of California. The authorized number of directors constituting the Board of Directors until further changed shall be THREE. Thereafter, the authorized number of directors constituting the Board shall be at least three provided that, whenever the corporation shall have only two shareholders, the number of directors may be at least two, and, whenever the corporation shall have only one shareholder, the number of directors may be at least one. Subject to the foregoing provisions, the number of directors may be changed from time to time by an amendment of these Bylaws adopted by the shareholders. Any such amendment reducing the number of directors to fewer than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in writing in the case of action by written consent are equal to more than sixteen and two-thirds percent of the outstanding shares. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

Section 4. ELECTION AND TERM. The initial Board of Directors shall consist of the persons elected at the meeting of the incorporator, all of whom shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation or removal from office. Thereafter, directors who are elected to replace any or all of the members of the initial Board of Directors or who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies, shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal from office, or death. In the interim between annual meetings of shareholders or of special meetings of shareholders called for the election of directors, any vacancies in the Board of Directors, including vacancies resulting from an increase in the authorized number of directors which have not been filled by the shareholders, including any other vacancies which the General Corporation Law authorizes directors to fill, and including vacancies resulting from the removal of directors which are not filled at the meeting of shareholders at which any such removal has been effected, if the Articles of Incorporation or a By-Law adopted by the shareholders so provides, may be filled by the vote of a majority of the directors then in office or of the sole remaining director, although less than a quorum exists. Any director may resign effective upon giving written notice to the Chairman of the Board, if any, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to the office when the resignation becomes effective.

 

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The shareholders may elect a director at any time to fill any vacancy which the directors are entitled to fill, but which they have not filled. Any such election by written consent shall require the consent of a majority of the shares.

Section 5. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as are specified in Section 317. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.

Section 6. MEETINGS.

TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

PLACE. Meetings may be held at any place, within or without the State of California, which has been designated in any notice of the meeting, or, if not stated in said notice, or, if there is no notice given, at the place designated by resolution of the Board of Directors.

CALL. Meetings may be called by the Chairman of the Board, if any and acting, by the Vice Chairman of the Board, if any, by the President, if any, by any Vice President or Secretary, or by any two directors.

NOTICE AND WAIVER THEREOF. No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors. Special meetings shall be held upon at least four days’ notice by mail or upon at least forty-eight hours’ notice delivered personally or by telephone or telegraph. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.

Section 7. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the event only one director is required by the Bylaws or Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the directors shall be deemed to refer to such notice, waiver, etc., by such sole director, who shall have all the rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described as given to a Board of Directors.

 

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Section 8. QUORUM AND ACTION. A majority of the authorized number of directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided such majority shall constitute at least either one-third of the authorized number of directors or at least two directors, whichever is larger, or unless the authorized number of directors is only one. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors, if any, who were not present at the time of the adjournment. Except as the Articles of Incorporation, these Bylaws and the General Corporation Law may otherwise provide, the act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another, and participation by such use shall be deemed to constitute presence in person at any such meeting.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided that any action which may be taken is approved by at least a majority of the required quorum for such meeting.

Section 9. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, the Vice Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the President, if any and present and acting, or any director chosen by the Board, shall preside.

Section 10. REMOVAL OF DIRECTORS. The entire Board of Directors or any individual director may be removed from office without cause by approval of the holders of at least a majority of the shares provided, that unless the entire Board is removed, an individual director shall not be removed when the votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election of directors at which the same total number of vote’s were cast, or, if such action is taken by, written consent, in lieu of a meeting, all shares entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If any or all directors are so removed, new directors may be elected at the same meeting or by such written consent. The Board of Directors may declare vacant the office of any director who has been declared of unsound mind by an order of court or convicted of a felony.

 

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Section 11. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the authorized number of directors, may designate one or more committees, each consisting of two or more directors to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors except such authority as may not be delegated by the provisions of the General corporation Law.

Section 12. INFORMAL ACTION. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or. approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 13. WRITTEN ACTION. Any action required or permitted to be taken may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Any such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

ARTICLE III

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a Chairman of the Board or a President or both, a Secretary and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices.

Section 2. ELECTION. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

 

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Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He shall preside at all meetings of the shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have

 

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all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to by given, notice of all the meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 10. CHIEF FINANCIAL OFFICER. This officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of account shall at all reasonable times be open to inspection by any director.

This officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all his transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

 

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ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

Section 1. CERTIFICATES FOR SHARES. Each certificate for shares of the corporation shall set forth therein the name of the record holder of the shares represented thereby, the number of shares and the class or series of shares owned by said holder, the par value, if any, of the shares represented thereby, and such other statements, as applicable, prescribed by Sections 416 - 419, inclusive, and other relevant Sections of the General Corporation Law of the State of California (the “General Corporation Law”) and such other statements, as applicable, which may be prescribed by the Corporate Securities Law of the State of California and any other applicable provision of the law. Each such certificate issued shall be signed in the name of the corporation by the Chairman of the Board of Directors, if any, or the Vice Chairman of the Board of Directors, if any, the President, if any, or a vice President, if any, and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on a certificate for shares may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

In the event that the corporation shall issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor, any such certificate for shares shall set forth thereon the statements prescribed by Section 409 of the General Corporation Law.

Section 2. LOST OR DESTROYED CERTIFICATES FOR SHARES. The corporation may issue a new certificate for shares or for any other security in the place of any other certificate theretofore issued by it, which is alleged to have been lost, stolen or destroyed. As a condition to such issuance, the corporation may require any such owner of the allegedly lost, stolen or destroyed certificate or any such owner’s legal representative to give the corporation a bond, or other adequate security, sufficient to indemnify it against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. SHARE TRANSFERS. Upon compliance with any provisions of the General Corporation Law and/or the Corporate Securities Law of 1968 which may restrict the transferability of shares, transfers of shares of the corporation shall be made only on the record of shareholders of the corporation by

 

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the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes, if any, due thereon.

Section 4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or be entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance a record date, which shall not be more than sixty days or fewer than ten days prior to the date of such meeting or more than sixty days prior to any other action.

If the Board of Directors shall not have fixed a record date as aforesaid, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth day prior to the day of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five days from the date set for the original meeting.

Except as may be otherwise provided by the General Corporation Law, shareholders on the record date shall be entitled to notice and to vote or to receive any dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

 

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Section 5. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the chairman of the Board, the President or any vice President or any other person authorized by resolution of the Board of Directors.

Section 6. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to assent or consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “shareholder” or “shareholders” refers to an outstanding share or shares and to a holder or holders record or outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights here there are two or more classes or series of shares or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares of this corporation, in the event it shall elect to become a close corporation, shall contain the legend required by Section 418(c).

ARTICLE V

EFFECT OF SHAREHOLDERS’ AGREEMENT-CLOSE CORPORATION

Any Shareholders’ Agreement authorized by section 300(b) shall only be effective to modify the terms of these Bylaws if this corporation elects to become a close corporation with appropriate filing of or amendment to its Articles as required by Section 202 and shall terminate when this corporation ceases to be a close corporation. Such an agreement cannot waive or alter Sections 158 (defining close corporations), 202 (requirements of Articles of Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e) (reorganization) or Chapters 15 (Records and Reports, 16 (Rights of Inspection), 18 (Involuntary Dissolution) or 2 (Crimes and Penalties). Any other provisions of the Code or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived, these Bylaws shall be applicable.

 

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ARTICLE VI

CORPORATE CONTRACTS AND INSTRUMENTS – HOW EXECUTED

The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purposes or any amount, except as provided in Section 313 of the Corporations Code.

ARTICLE VII

CONTROL OVER BYLAWS

After the initial Bylaws of the corporation shall have been adopted by the incorporator or incorporators of the corporation, the Bylaws may be amended or repealed or new Bylaws may be adopted by the shareholders entitled to exercise a majority of the voting power or by the Board of Directors; provided, however, that the Board of Directors shall have no control over any By-Law which fixes or changes the authorized number of directors of the corporation; provided, further, than any control over the Bylaws herein vested in the Board of Directors shall be subject to the authority of the aforesaid shareholders to amend or repeal the Bylaws or to adopt new Bylaws; and provided further that any By-Law amendment or new By-Law which changes the minimum number of directors to fewer than five shall require authorization by the greater proportion of voting power of the shareholders as hereinbefore set forth.

ARTICLE VIII

BOOKS AND RECORDS

Section 1. RECORDS: STORAGE AND INSPECTION. The corporation shall keep at its principal executive office in the State of California, or, if its principal executive office is not in the State of California, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California, and, if the corporation has no principal business office in the State of California, it shall upon request of any shareholder furnish a copy of the Bylaws as amended to date.

The corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees, if any, of the Board of Directors. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders,

 

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giving the names and addresses of all shareholders and the number and class of shares held by each. Such minutes shall be in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

Section 2. RECORD OF PAYMENTS. All checks, drafts or other orders or payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 3. ANNUAL REPORT. Whenever the corporation shall have fewer than one hundred shareholders, the Board of Directors shall not be required to cause to be sent to the shareholders of the corporation the annual report prescribed by Section 1501 of the General Corporation Law unless it shall determine that a useful purpose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

 

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CERTIFICATE OF ADOPTION OF BYLAWS

ADOPTION BY INCORPORATOR(S) OR FIRST DIRECTOR(S).

The undersigned person(s) appointed in the Articles of Incorporation to act as the Incorporator(s) or First Director(s) of the above-named corporation hereby adopt the same as the Bylaws of said corporation.

Executed this      day of                 , 19     .

 

 

Name

THIS IS TO CERTIFY:

That I am the duly-elected, qualified and acting Secretary of the above-named corporation; that the foregoing Bylaws were adopted as the Bylaws of said corporation on the date set forth above by the person(s) appointed in the Articles of Incorporation to act as the Incorporator(s) or First Director(s) of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this 5th day of May, 1995.

 

/s/ Randall G. Dotemoto

Randall G. Dotemoto, Secretary

(SEAL)

CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS’ VOTE.

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of the above-named corporation and that the above and foregoing Code of Bylaws was submitted to the shareholders at their first meeting held on the date set forth in the Bylaws and recorded in the minutes thereof, was ratified by the vote of shareholders entitled to exercise the majority of the voting power of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this      day of                 , 19     .

 

 

Secretary

 

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EX-3.25 24 d235317dex325.htm BYLAWS Bylaws

Exhibit 3.25

BYLAWS

OF

FAIRWAYS 340 CORP.

(the “Corporation”)

ARTICLE I - MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All annual or other meetings of stockholders shall be held at the principal executive office of the Corporation, or at any other place within or without the State of Delaware that may be designated either by the Board of Directors or by the written consent of all persons entitled to vote thereat and not present at the meeting, given either before or after the meeting and filed with the Secretary of the Corporation.

Section 2. Annual Meetings. The annual meetings of shareholders shall be held on such date and time as shall be designated from time to time by the Board of Directors in accordance with these Bylaws. At such meetings, the stockholders shall elect directors and may transact any other business that is within the powers of the stockholders.

Written notice of each annual meeting shall be given to each stockholder entitled to vote, either personally or by first-class mail or other means of written communication, charges prepaid, addressed to such stockholder at such stockholder’s address appearing on the books of the Corporation or given by such stockholder to the Corporation for the purpose of notice. If any notice or report addressed to the stockholder at the address of such stockholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the stockholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the stockholder upon written demand of the stockholder at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice or report to all other stockholders. If a stockholder gives no address, notice shall be deemed to have been given to such stockholder if sent by mail Or other means of written communication addressed to the place where the principal executive office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the country in which said principal executive office is located.

All such notices shall be given to each stockholder entitled thereto not less than ten (10) days nor more than sixty (60) days before each annual meeting. Any such notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any such notice in accordance with the foregoing provisions, executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation shall be prima facie evidence of the giving of the notice.

Such notice shall specify:

(a) the place, the date, and the hour of such meeting;

(b) if directors are to be elected, the names of nominees intended at the time of the notice to be presented by the Board for election; and

(c) such other matters that the Board of Directors, at the time of the mailing of the notice, intends to present for action by the stockholders.

Section 3. Special Meetings. The Chairman of the Board, the President, the Board of Directors, or one or more stockholders holding not less than twenty percent (20%) of the outstanding voting shares may call a special meeting of the stockholders at any time for the purpose of taking any action permitted to be taken by the stockholders under the General Corporation Law or the Certificate of Incorporation. Upon request in writing that a special meeting of stockholders be called for any purpose, directed to the Chairman of the Board or the President by any other person (other than the Board of Directors) entitled to call a special meeting of stockholders, such officer forthwith shall cause notice to be given to stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after receipt of the request. Except in special cases where other express provision is made by statute, notice of such special meeting shall be given in the same manner as for annual meetings of stockholders. In addition to the matters required by subsection (a) of Section 2 of this Article I, notice of any special meeting shall specify the general nature of the business to be transacted, and no other business may be transacted at such meeting.

Section 4. Quorum. The presence in person or by proxy of the persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. Shares of its stock owned by the Corporation or any subsidiary (except shares held in a fiduciary capacity) shall not be counted for quorum purposes.

Section 5. Adjourned Meeting and Notice Thereof. Any stockholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy, but in the absence of a quorum no other business may be transacted at such meeting, except as provided in Section 4 of this Article I.

When any stockholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided above, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement of the time and place thereof at the meeting at which such adjournment is taken.

Section 6. Voting. At all meetings of stockholders, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares standing in the name of such stockholder on the stock records of the Corporation on the record date for such meeting.

 

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Shares of its stock owned by the Corporation or any subsidiary (except shares held in a fiduciary capacity) shall not be entitled to vote. Unless a record date for voting purposes be fixed as provided in Section 1 of Article V of these Bylaws then only persons in whose names shares entitled to vote stand on the stock records of the Corporation at the close of business on the business day next preceding the day on which notice of the meeting is given or if such notice is waived, at the close of business on the business next preceding the day on which the meeting of stockholders is held, shall be entitled to vote at such meeting, and such day shall be the record date for such meeting. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the Board of Directors or holders of a majority of the outstanding shares entitled to vote present in person or by proxy at such meeting shall so determine. Except with respect to election of directors as provided below, the affirmative vote on any matter by a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by the law. Subject to the requirements of the next sentence, every stockholder entitled to vote at any election for directors shall have the right to cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are entitled, or to distribute votes on the same principle among as many candidates as the stockholder shall think fit. No stockholder shall be entitled to cumulative votes unless (i) cumulative voting is required (and not merely permitted) under applicable law, and (ii) the name of the candidate or candidates for whom such votes would be cast has been placed in nomination prior to the voting and any stockholder has given notice at the meeting prior to the voting, of such stockholder’s intention to cumulate votes. The candidates receiving the highest number affirmative votes of shares entitled to be voted for them, up to the number of directors to be elected, shall be elected; votes against the candidate and votes withheld shall have no effect.

Section 7. Validation of Defectively Called or Noticed Meetings. The proceedings and transactions of any meeting of stockholders, either annual or special, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law or these Bylaws to be included in the notice but not so included, if such objection is expressly made at the meeting; provided, however, that any person making such objection at the beginning of the meeting or to the consideration of matters required to be but not included in the notice may orally withdraw such objection at the meeting or thereafter waive such objection by signing a written waiver thereof or a consent to the holding of the meeting or the consideration of the matter or an approval of the minutes of the meeting. Neither the business to be transacted nor the purpose of any annual or special meeting of stockholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

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Section 8. Action Without Meeting. Directors may be elected without a meeting by consent in writing, setting forth the action so taken, signed by all of the persons who would be entitled to vote for the election of directors, provided that, without notice except as hereinafter set forth, a director may be elected at any time to fill a vacancy, other than to fill a vacancy created by removal and not filled by the directors, by the written consent of persons holding a majority of the outstanding shares entitled to vote for the election of directors.

Any other action that may be taken at a meeting of stockholders may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless the consents of all stockholders entitled to vote have been solicited in writing,

(a) The Corporation shall give notice of any proposed stockholder approval of (i) a contract or other transaction with an interested director, (ii) indemnification of an agent of the Corporation as authorized by Section 16 of Article II of these Bylaws, (iii) a reorganization of the Corporation, or (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, if any, without a meeting by less than unanimous written consent, at least ten (10) days before the consummation of the action authorized by such approval; and

(b) The Corporation shall give prompt notice of the taking of any other corporate action approved by stockholders without a meeting by less than unanimous written consent, to those stockholders entitled to vote who have not consented in writing. The Corporation shall give such notices in the manner as provided in Section 2 of Article I of these Bylaws.

Unless, as provided in Section 1 of Article V of these Bylaws, the Board of Directors has fixed a record date for the determination of stockholders entitled to notice of and to give such written consent, the record date for such determination shall be the day on which the first written consent is given. All such written consents shall be filed with the Secretary of the Corporation.

Any stockholder giving a written consent, or the stockholder’s proxy holder, or a transferee of the shares or a personal representative of the stockholder or their respective proxy holders, may revoke the consent by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

Section 9. Proxies. Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or the duly authorized agent of such person and filed with the Secretary of the Corporation or the persons appointed as inspectors of election; provided that no such proxy shall be valid after the expiration of three (3) years from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force. Every proxy duly executed continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto. Except as otherwise provided by law, such

 

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revocation may be effected as to any meeting by attendance at such meeting and voting in person by the person executing the proxy or by a writing stating that the proxy is revoked or a proxy bearing a later date executed by the person executing the prior proxy and presented to the meeting or filed with the Secretary of the Corporation or the persons appointed as inspectors of election.

Section 10. Inspectors of Election. In advance of any meeting of stockholders, the Board of Directors may appoint persons other than nominees for office as inspectors of election to act at such meeting or any adjournment thereof. If inspectors be not so appointed, the chairman of any such meeting may, and on the request of stockholders or their proxies shall holding a majority of the shares entitled to vote present in person or by proxy, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of stockholders and/or proxies, the majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may, and on the request of any stockholder or a stockholder’s proxy shall, be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the chairman of the meeting.

The duties of such inspectors shall include determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining when the polls shall close and the results of all votes; and such acts as may be proper to conduct the election or vote with fairness to all stockholders. In the determination of the validity and effect of proxies the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical. If there are three inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

Section 11. List of Stockholders Entitled to Vote. The Secretary shall prepare, at least ten (10) days prior to every meeting of stockholders, a complete list of all stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The Secretary shall also keep at copy of the list at the meeting during the whole time thereof, and any stockholder who is present may inspect the list. The Corporation’s stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders, or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

 

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ARTICLE II - DIRECTORS

Section 1. Powers. Subject to limitations of the Certificate of Incorporation and of the General Corporation Law as to action to be authorized or approved by the stockholders, and subject to the duties of directors as prescribed by these Bylaws, the Board of Directors shall exercise all corporate powers and shall manage the businesses and affairs of the Corporation.

Section 2. Number and Qualification of Directors. The authorized number of directors shall be two (2). Directors need not be stockholders.

Section 3. Election and Term of Office. The Board of Directors shall initially consist of the persons selected as directors by the incorporator. The directors shall be elected at each annual meeting of stockholders but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of stockholders held for that purpose. All directors shall hold office until their respective successors are elected, subject to the General Corporation Law and the provisions of these Bylaws with respect to vacancies on the Board.

Section 4. Resignation and Removal of Directors. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation, in which case such resignation shall be effective at the time specified. Unless such resignation specifies otherwise, its acceptance by the Corporation shall not be necessary to make it effective. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony. Any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote; provided, however, and only if cumulative voting is required (and not merely permitted) under applicable law, that no director may be removed (unless the entire Board of Directors is removed) when the votes cast against removal (or, if such action is taken by written consent, the shares held by persons not consenting in writing to such removal) would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the directors’ most recent election were then being elected. No reduction of the authorized number of directors shall have the effect of removing any director before such director’s term of office expires.

Section 5. Vacancies. A vacancy in the Board of Directors shall be deemed to exist in case of the death, resignation, or removal of any director, if a director has been declared of unsound mind by order of court or convicted of a felony, if the authorized number of directors is increased, or if the stockholders fail to elect one or more directors at any annual or special meeting of stockholders at which the election of directors is to be held.

Vacancies on the Board of Directors, except for a vacancy created by the removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until such director’s successor is elected at an annual or a special meeting of the stockholders. A vacancy on the

 

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Board of Directors created by the removal of a director may only be filled by the vote of a majority of the shares entitled to vote represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the written consent of the holders of a majority of the outstanding shares.

The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal shall require the consent of holders of a majority of the outstanding shares entitled to vote.

Section 6. Place of Meeting. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware that has been designated in the notice or written waiver of notice of the meeting, or, if not stated in the notice or waiver of notice or there is no notice, designated by resolution of the Board of Directors or, either before or after the meeting, consented to in writing by all members of the Board who were not present at the meeting. In the absence of such designation regular meetings shall be held at the principal executive office of the Corporation.

Section 7. Annual Meeting. Immediately following each annual meeting of stockholders, the Board of Directors shall hold an annual meeting at the place of said annual meeting of stockholders or at such other place as shall be fixed by the Board of Directors, for the purpose of organization, election of officers, and the transaction of other business. Call and notice of such meetings are hereby dispensed with.

Section 8. Regular Meetings. Regular meetings shall be held at such times as the Board of Directors from time to time may establish.

Section 9. Special Meetings. The Chairman of the Board, the President, or any two directors may call a special meeting of the Board of Directors for any purpose or purposes at any time.

Written notice of the time and place of special meetings shall be delivered personally to each director or communicated to each director by telephone, facsimile, electronically, telegraph, overnight courier, or mail, charges prepaid, addressed each director at such director’s address as it is shown on such records of the Corporation or, if it is not so shown on such records or is not readily ascertainable, at the place at which the meetings of the directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail in the place in which the principal executive office of the Corporation is located at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone, facsimile, electronically, telegraph, or overnight courier, as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Delivery as provided above shall be due, legal, and personal notice to each director.

Any notice shall state the date, place, and hour of the meeting and the general nature of the business to be transacted, and no other business may be transacted at the meeting.

 

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Section 10. Action Without Meeting. The Board of Directors may take any action without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors and shall have the same force and effect as a unanimous vote of such directors.

Section 11. Action at a Meeting; Quorum and Required Vote. Presence of a majority of the authorized number of directors at a meeting of the Board of Directors constitutes a quorum for the transaction of business, except as hereinafter provided. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting as permitted in the preceding sentence constitutes presence in person at such meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number, or the same number after disqualifying one or more directors from voting, is required by law, by the Certificate of Incorporation, or by these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of director, provided that any action taken is approved by at least a majority of the required quorum for such meeting.

Section 12. Validation of Defectively Called or Noticed Meetings. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice, signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 13. Adjournment. A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum a majority of the directors present at any directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 14. Notice of Adjournment. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment. Otherwise notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Section 15. Fees and Compensation. Directors and members of committees shall receive reimbursement for their expenses incurred in attending meetings as directors or members of committees, but shall not receive compensation for their services as directors or members of committees unless these payments are fixed by resolution of the Board. Directors and members of committees may receive compensation and reimbursement for their expenses incurred as officers, agents, or employees of or for other services incurred as officers, agents, or employees

 

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of or for other services performed for the Corporation as approved by the Chairman of the Board or the President without authorization, approval, or ratification by the Board.

Section 16. Indemnification of Agents of the Corporation; Purchase of Liability Insurance.

(a) For the purpose of this Section, “agent” shall means any person who is or was a director, officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that predecessor corporation of this Corporation or of another enterprise at the request of such predecessor corporation; “proceeding” shall mean any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” shall include, without limitation, attorneys’ fees and all expenses of establishing a right to indemnification under subdivisions (d) or (e) of this Section 16.

(b) This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonable incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of this Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

(c) This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this Corporation and its stockholders. No indemnification shall be made under this subdivision for any of the following:

(1) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to this Corporation in the performance of such person’s duty to this Corporation and its stockholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine;

(2) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or

 

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(3) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

(d) To the extent that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in subdivisions (b) or (c) of this Section 16, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

(e) Except as provided in the Certificate of Incorporation or in subdivision (d) of this Section 16, any indemnification under this Section shall be made by this Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subdivisions (b) or (c) of this Section 16; by any of the following:

(1) A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(2) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion;

(3) Approval or ratification by the affirmative vote of a majority of the shares of this Corporation entitled to vote represented at a duly held meeting at which a quorum is present or by written consent of holders of a majority of the outstanding shares entitled to vote. For such purpose, the shares owned by the person to be indemnified shall not be considered, outstanding or entitled to vote thereon; or

(4) The court in which such proceeding is or was pending, upon application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or person is opposed by this Corporation.

(f) This Corporation may advance expenses incurred by an agent in defending any proceeding prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Section 16.

(g) The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this Section 16 shall affect any right to indemnification to which persons other than directors and officers of this Corporation or any subsidiary hereof may be entitled by contract or otherwise.

(h) No indemnification or advance shall be made under this Section 16, except as provided in subdivisions (d) or (e)(3) of this Section 16, in any circumstance where it appears:

(1) That it would be inconsistent with the Certificate of Incorporation, a resolution of the stockholders, or an agreement in effect at the time of the accrual of the alleged

 

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cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(2) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

(i) Upon and in the event of a determination by the Board of Directors to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this Corporation would have the power to indemnify the agent against such liability under the provisions of this Section 16.

ARTICLE III - COMMITTEES OF THE BOARD

Section 1. Designation of Committees. By resolution adopted by a majority of the authorized number of directors, the Board of Directors may designate an executive and other committees, each consisting of one (1) or more directors, and may designate one (1) or more directors as alternate members who may replace any absent or disqualified member at any meeting of the committee, all of whom are to serve at the pleasure of the Board.

Section 2. Powers of Committees. Any committee, to the extent provided in a resolution of the Board, shall have all of the authority of the Board, except with respect to:

(a) the approval of any action for which the General Corporation Law or the Certificate of Incorporation also requires stockholder approval;

(b) the filling of vacancies on the Board or in any committee;

(c) the fixing of compensation of the directors for serving on the Board or on any committee;

(d) the adoption, amendment, or repeal of these Bylaws;

(e) the amendment or repeal of any resolution of the Board;

(f) any distribution to the stockholders, except at a rate or in a periodic amount or within a price range determined by the Board;

(g) the appointment of other committees of the Board or the members thereof; and

(h) the approval of any action for which the General Corporation Law or the Certificate of Incorporation requires the approval of the entire Board.

Section 3. Committee Rules. The Board may prescribe appropriate rules, not inconsistent with these Bylaws, by which proceedings of any committee shall be conducted. The provisions of these Bylaws relating to the calling of meetings of the Board, notice of meetings of the Board and waiver of such notice, adjournments of meetings of the Board, written consents to

 

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Board meetings and approval of minutes, action by the Board by consent in writing without a meeting, the place of holding such meetings, meetings by conference telephone or similar communications equipment, the quorum for such meetings, the vote required at such meetings, and the withdrawal of directors after commencement of a meeting shall apply to committees of the Board and action by such committees. In addition, any member of the committee designated by the Board as the chairman of the committee or any two (2) members of a committee may call meetings of the committee. Regular meetings of any committee may be held without notice if the time and place of such meetings are fixed by the Board of Directors or the committee.

ARTICLE IV - OFFICERS

Section 1. Officers. The officers of the Corporation shall be a President, a Chief Financial Officer, and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Financial Officers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. One person may hold two or more offices.

Section 2. Election. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Sections 3 or 5 of this Article IV, shall be chosen annually by the Board of Directors, and each shall hold office until such officer shall resign or shall be removed or otherwise disqualified to serve, or such officer’s successor shall be elected and qualified.

Section 3. Subordinate Officers. The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office, for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be converted by the Board of Directors (subject, in each case, to the rights, if any, of an officer under any contract of employment).

Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary without prejudice, however, to the rights, if any, of the Corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 6. Chairman of the Board. The Board of Directors may, in its discretion, elect a Chairman of the Board, who unless otherwise determined by the Board of Directors, shall

 

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preside at all meetings of stockholders and of the Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. Only if expressly provided by the Board of Directors shall the Chairman of the Board be the Chief Executive Officer of the Corporation and have the powers and duties usually vested in the office of chief executive officer of a corporation.

Section 7. President. Subject to the supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, the President shall be the general manager of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the Corporation. In the absence of the Chairman of the Board, the President shall preside at all meetings of the stockholders and the Board of Directors. The President shall be an ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers, and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors, or if there has been no such designation, the Vice President designated by the President, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, or the President.

Section 9. Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of the transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors, these Bylaws, or the President.

The Assistant Financial Officer, or if there be more than one, any Assistant Financial Officer, may perform any or all of the duties and exercise any or all of the powers of the Chief Financial Officer unless prohibited from doing so by the Board of Directors, the President, or the Chief Financial Officer, and shall have such other powers and duties as may be prescribed by the Board of Directors, these Bylaws, the President, or the Chief Financial Officer.

 

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Section 10. Secretary. The Secretary shall keep or cause to be recorded, and shall keep or cause to be kept, at the principal executive office and such other place as the Board of Directors may order, a book of minutes of actions taken at all meetings of directors and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the stockholders and of the Board of Directors required by these Bylaws or by law to be given, and shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. If the Secretary refuses or fails to give notice of any meeting lawfully called, any other officer of the Corporation may give notice of such meeting.

The Assistant Secretary, or if there be more than one, any Assistant Secretary, may perform any or all of the duties and exercise any or all of the powers of the Secretary unless prohibited from doing so by the Board of Directors, the President, or the Secretary, and shall have such other powers and duties as may be prescribed by the Board of Directors, these Bylaws, the President, or the Secretary.

ARTICLE V - MISCELLANEOUS

Section 1. Record Date. The Board of Directors may fix a time in the future as a record date for the determination of the stockholders entitled to notice of and to vote at any meeting of stockholders or entitled to give consent to corporate action in writing without a meeting, to receive any report, to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion, exchange of shares, or any other lawful action. The record date so fixed shall be not more than sixty (60) days nor less than ten (10) days prior to the date of any meeting, nor more than sixty (60) days prior to any other event for the purposes of which it is fixed. When a record date is so fixed, only stockholders of record at the close of business on that date are entitled to notice of and to vote at any such meeting, to give consent without a meeting, to receive any report, to receive a dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Certificate of Incorporation or these Bylaws.

Section 2. Inspection of Corporate Records. Any stockholder of record, in person or by attorney or agent, shall, upon written demand under oath stating the purpose thereof, have the right during usual business hours to inspect for any proper purpose the stock ledger, stockholder list, and all other books and records of this Corporation or any subsidiary, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s

 

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interest as a stockholder. In every instance where an attorney or agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney that authorizes the attorney or agent to act on behalf of the stockholder. The demand under oath shall be directed to this Corporation at its principal executive office.

If this Corporation’s stock ledger and stockholder list are maintained by a transfer agent, then any stockholder of record, in person or by attorney or agent, shall, upon written demand under oath stating the purpose thereof, have the right to obtain from the transfer agent upon five (5) business days prior written demand and upon the tender of its usual charges, a list of the stockholders’ names who are entitled to vote for the election of directors, and their addresses and share holdings, as of the most recent record date for which the transfer agent has compiled such a list. The transfer agent shall make such list available on or before five (5) business days after the demand is received.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. The. Board of Directors may authorize one or more officers of the Corporation to designate the person or persons authorized to sign such documents and the manner in which such documents shall be signed.

Section 4. Annual and Other Reports. Any requirement of law that this Corporation send an annual report to the stockholders is hereby expressly waived to the greatest extent permissible.

If no annual report for the last fiscal year has been sent to the stockholders, the Corporation shall, upon the written request of a stockholder made more than one hundred twenty (120) days after the close of such fiscal year, deliver or mail to the person making the request within thirty (30) days thereafter a balance sheet as of the end of the last fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

A stockholder or stockholders holding at least five percent (5%) of the outstanding shares of any class of the Corporation may make a written request to the Corporation for an income statement of the Corporation of the three (3)-month, six (6)-month, or nine (9)-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the Corporation as of the end of such period and, in addition, if no annual report for the last fiscal year has been sent to stockholders and one is required pursuant to this section, the annual report for the last fiscal year. The Corporation shall use its best efforts to deliver or mail the statements to the person making the request within thirty (30) days thereafter. A copy

 

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of any such statements shall be kept on file in the principal executive office of the Corporation for twelve (12) months and they shall be exhibited at all reasonable times to any stockholder demanding an examination of them or a copy shall be mailed to such stockholder.

The quarterly income statements and balance sheets referred to in this Section 4 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that such financial statements were prepared without audit from the books and records of the Corporation.

Unless otherwise determined by the Board of Directors or the Chief Financial Officer, the Chief Financial Officer and any Assistant Financial Officer are each authorized officers of the Corporation to execute the certificate that the annual report and quarterly income statements and balance sheets referred to in this Section 4 were prepared without audit from the books and records of the Corporation.

Any report sent to the stockholders shall be given personally or by first-class mail or other means of written communication, charges prepaid, addressed to such stockholder at the address of such stockholder appearing on the books of the Corporation or given by such stockholder to the Corporation for the purpose of notice or set forth in the written request of the stockholder as provided in this Section 4. If any report addressed to the stockholder at the address of such stockholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the report to the stockholder at such address, all future reports shall be deemed to have been duly given without further mailing if the same shall be available for the stockholder upon written demand of the stockholder at the principal executive office of the Corporation for a period of one year from the date of the giving of the report to all other stockholders. If no address appears on the books of the Corporation or is given by the stockholder to the Corporation for the purpose of notice or is set forth in the written request of the stockholder as provided in this Section 4, such report shall be deemed to have been given to such stockholder if sent by mail or other means of written communication addressed to the place where the principal executive office of the Corporation is located, or if published at least once in a newspaper of general circulation in the county in which the principal executive office is located. Any such report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any such report in accordance with the foregoing provisions, executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation shall be prima facie evidence of the giving of the report.

Section 5. Contracts, Etc., How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

 

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Section 6. Certificate for Shares. Every holder of shares in the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the Chairman of the Board, the President, or any Vice President and by the Chief Financial Officer, any Assistant Financial Officer, the Secretary, or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the stockholder. Any of the signatures on the certificate may be facsimile, provided that in such event at least one signature, including that of either officer or the Corporation’s registrar or transfer agent, if any, shall be manually signed. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Any such certificate shall also contain such legend or other statement as may be required by the General Corporation Law, federal and all applicable state securities laws, and any agreement between the Corporation and the issuee thereof, and may contain such legend or other statement as may be required by any other applicable law, regulation, or agreement.

Certificates for shares may be issued prior to full payment under such restriction and for such purposes as the Board of Directors or these Bylaws may provide; provided, however, that any such certificate so issued prior to full payment shall state on the face thereof the amount remaining unpaid and the terms of payment thereof.

No new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered and canceled at the same time; provided, however, that a new certificate will be issued without the surrender and cancellation of the other certificate if (1) the old certificate is lost, apparently destroyed, or wrongfully taken; (2) the request for the issuance of the new certificate is made within a reasonable time after the owner of the certificate has notice of its loss, destruction, or theft; (3) the request for the issuance of a new certificate is made prior to the receipt of notice by the Corporation that the old certificate has been acquired by a bona fide purchaser; (4) the owner of the old certificate files a sufficient indemnity bond with or provides other adequate security to the Corporation (which requirement maybe waived by the Board of Directors); and (5) the owner satisfies all other reasonable requirements imposed by the Corporation. In the event of the issuance of a new certificate, the rights and liabilities of the Corporation, and of the holders of the old and new certificates, shall be governed by the provisions of Sections 8104 and 8405 of the Uniform Commercial Code.

Section 7. Stockholders Agreements. The shares of the common stock of the Corporation shall be subject to restrictions on sale and transfer, refusal rights in favor of the Corporation and one or more stockholders, and such other terms as shall be set forth in one or more Stockholders Agreements or Stock Purchase Agreements between and among the stockholders and the Corporation, as such agreements may be amended from time to time in accordance with its terms.

Section 8. Representation of Shares of Other Corporations. Unless the Board of Directors shall otherwise determine, the Chairman of the Board, the President, any Vice President, and the Secretary of this Corporation are authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or

 

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corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officers.

Section 9. Inspection of Bylaws. This Corporation shall keep in its principal executive office the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the stockholders at all reasonable times during office hours.

Section 10. Seal. The Corporation shall have a common seal, and shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the words “INCORPORATED” and “DELAWARE” or an abbreviation thereof.

Section 11. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, or entity in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because such director or directors or officer or officers vote or votes are counted for such purpose if (i) the material facts as to the director’s or directors’ or officer’s or officers’ relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum, (ii) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by the vote of the stockholders, or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee that authorizes the contract or transaction.

Section 12. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation or other entity as well as a natural person.

ARTICLE VI - AMENDMENTS

Section 1. Power of Stockholders. New bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to

 

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vote, or by the written assent of stockholders entitled to vote such shares, except as otherwise provided by law or by the Certificate of Incorporation.

Section 2. Power of Directors. Subject to the right of stockholders as provided in Section 1 of this Article VI to adopt, amend, or repeal bylaws, the Board of Directors may adopt, amend, or repeal these Bylaws, other than a bylaw or amendment thereof changing the authorized number of directors.

 

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CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify that:

1. I am the duly elected and acting Secretary of Fairways 340 Corp., a Delaware corporation (the “Corporation”); and

2. The foregoing bylaws constitute the bylaws of the Corporation as duly adopted by Written Consent In Lieu of First Meeting of the Board of Directors of the Corporation dated as of January 31, 2006.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation this 2nd day of February, 2006.

 

/s/ William J. McMorrow

William J. McMorrow,
Secretary
 EX-3.26 25 d235317dex326.htm BY-LAWS By-Laws

Exhibit 3.26

BY-LAWS

OF

FINE PROPERTIES CORPORATION

name changed to

HEITMAN PROPERTIES LTD.

on July 17, 1998 name changed to

KENNEDY-WILSON PROPERTIES LTD., ILLINOIS

on August 27, 1998 name changed to

KENNEDY-WILSON PROPERTIES LTD.

ARTICLE I

OFFICES

The principal office of the corporation in the State of Illinois shall be located in the City of Chicago and County of Cook. The corporation may have such other offices, either within or without the State of Illinois, as the business of the corporation may require from time to time.

The registered office of the corporation required by The Business Corporation Act to be maintained in the State of Illinois may be, but need not be, identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the first Monday in April in each year, beginning with the year 1972, at the hour of 10:00 A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation.

SECTION 3. PLACE OF MEETING. The board of directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver

of notice signed by all shareholders may designate any place, either within or without the State of Illinois, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois, except as otherwise provided in Section 5 of this article.

SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than forty days before the date of the meeting, or in the case of a merger or consolidation not less than twenty nor more than forty days before the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, forty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days, or in the case of a merger or consolidation, at least twenty days, immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, for a meeting of shareholders, not less than ten days, or in the case of a merger or consolidation not less than twenty days, immediately preceding such meeting. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on

which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 8. QUORUM. A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by The Business Corporation Act, the articles of incorporation or these by-laws.

SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

SECTION 10. VOTING OF SHARES. Subject to the provisions of Section 12 of this article, each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders.

SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

SECTION 12. CUMULATIVE VOTING. In all elections for directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many persons as there are directors to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principle among as many candidates as he shall see fit.

SECTION 13. INSPECTORS. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by him or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 14. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 15. VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its board of directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be four. Each director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the board of directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least five days previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the

business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

SECTION 9. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by the articles of incorporation or by-laws, any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors or the executive committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Any such consent signed by all the directors or all the members of the executive committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State.

SECTION 10. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. By resolution of the board of directors the directors may be paid their expenses, if any, of attendance at each meeting of the board.

SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation Immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by the board of directors), a treasurer, and a secretary, and such assistant treasurers, assistant secretaries or other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board of directors; and, subject to the board of directors, he shall direct the policy and management of the corporation. He shall be ex officio a member of all committees.

SECTION 6. VICE CHAIRMAN OF THE BOARD. The vice chairman of the board shall, in the absence of the chairman of the board or in the event of his inability or refusal to act, preside at all meetings of the shareholders and of the board of directors.

SECTION 7. PRESIDENT. The president shall be the chief operating officer of the corporation and shall in general supervise and control all of the operations, business and affairs of the corporation. In the absence of the chairman of the board and of the vice chairman of the board, he shall preside at all meetings of the shareholders and of the board of directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; in the absence of the chairman of the board, or in the event of his inability or refusal to act, the president shall perform the duties of the chairman of the board (except that the president shall preside at meetings of the shareholders and of the board of directors only in the absence of or the inability or refusal to act of both the chairman of the board and the vice chairman of the board) and when so acting shall have all the powers of and be subject to all the restrictions of the chairman of the board; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the chairman of the board or by the board of directors from time to time.

SECTION 8. VICE-PRESIDENTS. In the absence of the president or in the event of his inability or refusal to act, the vice-presidents, in the order of their rank, shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the president. The rank of the vice-presidents shall be determined by the board of directors but in the absence of such determination shall be as follows: first, the executive vice-presidents, in the order of their election; second, the senior vice-presidents in the order of their election; and third, the vice-presidents, in the order of their election. The vice-presidents shall perform such other duties and have such other powers as the board of directors or the president may from time to time prescribe.

SECTION 9. THE TREASURER. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in

such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; (b) in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 10. THE SECRETARY. The secretary shall: (a) keep the minutes of the shareholders’ and of the board of directors’ meeting, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 11. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant secretaries as thereunto authorized by the board of directors may sign with the president or a vice-president certificates for shares of the corporation, the issue of which shall have been authorized b a resolution of the board of directors. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors.

SECTION 12. SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the

corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS AND EVIDENCES OF INDEBTEDNESS. Unless determined otherwise by a resolution by the board of directors, loans may be contracted on behalf of the corporation and notes or other evidences of indebtedness may be issued in the name of the corporation with the signature of any two officers of the corporation; provided, however, that while such officer shall include all officers named by the board of directors and serving at any time and from time to time, such signatures shall include the signature of at least one of the chairman of the board, the president, the executive vice-president (if there shall be one, and if there shall be more than one, any one of them; if there shall be no executive vice-president, then the vice-president, and if there shall be more than one vice-president in such a case, then any one of them), the secretary and the treasurer; further provided, however, that if any one person shall hold more than one position as an officer, his signature in two capacities shall not be sufficient and the signature of two persons who are officers shall be required. No further resolution of the board of directors shall be necessary, though by resolution of the board of directors, this authority may be restricted and reduced.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be in such form

as may be determined by the board of directors. Such certificates shall be signed by the president or a vice-president and by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation shall be made only on the books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year.

ARTICLE VIII

DIVIDENDS

The board of directors may from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

ARTICLE IX

SEAL

The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed

thereon the name of the corporation and the words, “Corporate Seal, Illinois.”

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of The Business Corporation Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to. the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered amended or repealed and new by-laws may be adopted at any meeting of the board of directors of the corporation by a majority vote of the directors present at the meeting.

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS

OF

HEITMAN PROPERTIES LTD.

an Illinois corporation

The undersigned, Freeman A. Lyle, hereby certifies that he is the duly elected, qualified and acting Assistant Secretary of Heitman Properties Ltd., an Illinois corporation (the “Corporation”) and further certifies that the following actions were taken pursuant to a meeting of the board of directors of the Corporation held on July 13,1998:

 

  1. Amendment to the Articles of Incorporation.

WHEREAS, the Board of Directors of the Corporation has determined that it would be in the best interest of the Corporation to change its name to “Kennedy-Wilson Properties Ltd., Illinois”;

RESOLVED, that Article One of the Articles of Incorporation of the Corporation shall be amended to read as follows:

“Article One: The name of the corporation is: Kennedy-Wilson Properties Ltd., Illinois”

RESOLVED FURTHER, that the officers of the Corporation, and each of them, be, and they hereby are, authorized, empowered and directed to execute any and all documents, instruments or papers and to take any or all steps or actions which may be necessary or appropriate, including the filing of Articles of Amendment with the Secretary of State, to carry out the intent of the foregoing resolution and the transaction contemplated thereby.

 

  2. Adoption of Amended and Restated Bylaws.

WHEREAS, the Board of Directors of the Corporation has determined that it would be in the best interest of the Corporation that it restate its Bylaws;

RESOLVED, that the form of Bylaws presented to and reviewed by this Board of Directors is hereby adopted as the Bylaws of the Corporation and the Assistant of said Bylaws and to insert said Bylaws in the Minute Book of the Corporation.

 

  3. Election of Officers.

WHEREAS, the Board of Directors deem it to be in the best interest of the Corporation to confirm and elect the officers of the Corporation as of the date hereof;

NOW, THEREFORE, BE IT RESOLVED, that the following persons be, and they hereby are, elected to the offices indicated after their respective names, to serve until the next annual meeting of the Board of Directors or until their successors are elected and qualify:

 

Terry Wachmer    President
Barry Schlesinger    Secretary
William J. McMorrow    Chief Executive Officer
Freeman A. Lyle    Chief Financial Officer and Assistant Secretary
Tony Zimmerman    Vice President

Executed as of July 13, 1998.

 

/s/ Freeman A. Lyle

Freeman A. Lyle,
Assistant Secretary
 EX-3.27 26 d235317dex327.htm BYLAWS Bylaws

Exhibit 3.27

BYLAWS OF WRS ENTERPRISES, INC.

Articles of Incorporation filed on June 21, 1979

Certificate of Amendment re: name change filed on June 29, 1979

Name Amended to:

KENNEDY - WILSON, INC.

Certificate of Amendment re: name change filed on June 16, 1994

Current Name:

KENNEDY-WILSON INTERNATIONAL

TABLE OF CONTENTS

 

          Page  

ARTICLE I – Applicability

      1   

Section 1.

   

Applicability of Bylaws.

      1   

ARTICLE II – Offices

      1   

Section 1.

   

Principal Executive Office.

      1   

Section 2.

   

Other Offices.

      1   

Section 3.

   

Change in Location or Number of Offices.

      1   

ARTICLE III – Meetings of Shareholders

      1   

Section 1.

   

Place of Meetings.

      1   

Section 2.

   

Annual Meetings.

      2   

Section 3.

   

Special Meetings.

      2   

Section 4.

   

Notice of Annual, Special or Adjourned Meetings.

      2   

Section 5.

   

Record Date.

      4   

Section 6.

   

Quorum; Action at Meetings.

      5   

Section 7.

   

Adjournment.

      5   

Section 8.

   

Validation of Defectively Called, Noticed or Held Meetings.

      6   

Section 9.

   

Voting for Election of Directors.

      6   

          Page  

Section 10.

   

Proxies.

      7   

Section 11.

   

Inspectors of Election.

      7   

Section 12.

   

Action by Written Consent.

      8   

ARTICLE IV – Directors

      9   

Section 1.

   

Number of Directors.

      9   

Section 2.

   

Election of Directors.

      9   

Section 3.

   

Term of Office.

      9   

Section 4.

   

Vacancies.

      9   

Section 5.

   

Removal.

      10   

Section 6.

   

Resignation.

      10   

Section 7.

   

Fees and Compensation.

      10   

ARTICLE V – Committees of the Board of Directors

      11   

Section 1.

   

Designation of Committees.

      11   

Section 2.

   

Powers of Committees.

      11   

ARTICLE VI – Meetings of the Board of Directors and Committees Thereof

      12   

Section 1.

   

Place of Meetings.

      12   

Section 2.

   

Organization Meeting.

      12   

 

ii.

          Page  

Section 3.

   

Other Regular Meetings.

      12   

Section 4.

   

Special Meetings.

      12   

Section 5.

   

Notice of Special Meetings.

      12   

Section 6.

   

Validation of Defectively Held Meetings.

      13   

Section 7.

   

Quorum; Action at Meetings; Telephone Meetings.

      13   

Section 8.

   

Adjournment.

      14   

Section 9.

   

Action Without a Meeting.

      14   

Section 10.

   

Meetings of and Action by Committees.

      14   

ARTICLE VII – Officers

      14   

Section 1.

   

Officers.

      14   

Section 2.

   

Election of Officers.

      14   

Section 3.

   

Subordinate Officers, etc.

      15   

Section 4.

   

Removal and Resignation.

      15   

Section 5.

   

Vacancies.

      15   

Section 6.

   

Chairman of the Board.

      15   

Section 7.

   

President.

      15   

Section 8.

   

Vice President.

      16   

Section 9.

   

Secretary.

      16   

Section 10.

   

Treasurer.

      16   

 

iii.

          Page  

ARTICLE VIII – Records and Reports

      17   

Section 1.

   

Minute Book – Maintenance and Inspection.

      17   

Section 2.

   

Share Register – Maintenance and Inspection.

      17   

Section 3.

   

Books and Records of Account – Maintenance and Inspection.

      17   

Section 4.

   

Bylaws – Maintenance and Inspection.

      18   

Section 5.

   

Annual Report to Shareholders.

      18   

ARTICLE IX – Miscellaneous

      18   

Section 1.

   

Checks, Drafts, Etc.

      18   

Section 2.

   

Contracts, Etc. – How Executed.

      18   

Section 3.

   

Certificates of Stock.

      18   

Section 4.

   

Lost Certificates

      19   

Section 5.

   

Representation of Shares of Other Corporations.

      19   

Section 6.

   

Construction and Definitions.

      19   

ARTICLE X – Amendments

      20   

Section 1.

   

Amendments.

      20   

 

iv.

BYLAWS

OF

WRS ENTERPRISES, INC.

(Now Kennedy-Wilson, Inc.)

ARTICLE I

Applicability

Section 1. Applicability of Bylaws. These Bylaws govern, except as otherwise provided by statute or its Articles of Incorporation, the management of the business and the conduct of the affairs of the Corporation.

ARTICLE II

Offices

Section 1. Principal Executive Office. The location of the principal executive office of the Corporation is 2821 Main Street, Santa Monica, Los Angeles, California 90405.

Section 2. Other Offices. The Board of Directors may establish other offices at any place or places within or without the State of California.

Section 3. Change in Location or Number of Offices. The Board of Directors may change any office from one location to another or eliminate any office or offices.

ARTICLE III

Meetings of Shareholders

Section 1. Place of Meetings. Meetings of the shareholders shall be held at any place within or without

the State of California designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation.

Section 2. Annual Meetings. An annual meeting of the shareholders shall be held within 180 days following the end of the fiscal year of the Corporation at a date and time designated by the Board of Directors. Directors shall be elected at each annual meeting and any other proper business may be transacted thereat.

Section 3. Special Meetings. (a) Special meetings of the shareholders may be called by a majority of the Board of Directors, the Chairman of the Board, the President or the holders of shares entitled to cast not less than 10 percent of the votes at such meeting.

(b) Any request for the calling of a special meeting of the shareholders shall (1) be in writing, (2) specify the date and time thereof which date shall be not less than 35 nor more than 60 days after receipt of the request, (3) specify the general nature of the business to be transacted thereat and (4) be given either personally or by first-class mail, postage prepaid, or other means of written communication to the Chairman of the Board, President, any Vice President or Secretary of the Corporation. The officer receiving a proper request to call a special meeting of the shareholders shall cause notice to be given pursuant to the provisions of Section 4 of this article to the shareholders entitled to vote thereat that a meeting will be held at the date and time specified by the person or persons calling the meeting.

(c) No business may be transacted at a special meeting unless the general nature thereof was stated in the notice of such meeting.

Section 4. Notice of Annual, Special or Adjourned Meetings. (a) Whenever any meeting of the shareholders is to be held, a written notice of such meeting shall be given in the manner described in subdivision (d) of this section not less than 10 nor more than 60 days before the date thereof to each shareholder entitled to vote thereat. The notice shall state the place, date and hour of the meeting

 

2.

and (1) in the case of a special meeting, the general nature of the business to be transacted or (2) in the case of the annual meeting, those matters which the Board of Directors, at the time of the giving of the notice, intend to present for action by the shareholders including, whenever directors are to be elected at a meeting, the names of nominees intended at the time of giving of the notice to be presented by management for election.

(b) Any proper matter may be presented at an annual meeting for action, except as is provided in subdivision (f) of Section 601 of the Corporations Code of the State of California.

(c) Notice need not be given of an adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than 45 days or if after the adjournment a new record date is provided for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote thereat.

(d) Notice of any meeting of the shareholders or any report shall be given either personally or by first-class mail, postage prepaid, or other means of written communication, addressed to the shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally to the recipient or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of these Bylaws or the General Corporation Law of the State of California, executed by the Secretary, assistant secretary or any transfer agent of the Corporation, shall be prima facie evidence of the giving of the notice or report.

(e) If any notice or report addressed to the shareholder at his address appearing on the books of the

 

3.

Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon his written demand at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.

Section 5. Record Date. (a) The Board of Directors may fix a time in the future as a record date for the determination of the shareholders (1) entitled to notice of any meeting or to vote thereat, (2) entitled to receive payment of any dividend or other distribution or allotment of any rights or (3) entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall be not more than 60 nor less than 10 days prior to the date of any meeting of the shareholders nor more than 60 days prior to any other action.

(b) In the event no record date is fixed:

(1) The record date for determining the shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(2) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given.

(3) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

 

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(c) Only shareholders of record on the close of business on the record date are entitled to notice and to vote or to receive a dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date.

(d) A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

Section 6. Quorum; Action at Meetings. (a) A majority of the shares entitled to vote at a meeting of the shareholders, represented in person or by proxy, shall constitute a quorum for the transaction of business thereat.

(b) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number is required by Law or the Articles of Incorporation.

(c) The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7. Adjournment. Any meeting of the shareholders may be adjourned from time to time whether or not a quorum is present by the vote of a majority of the shares represented thereat either in person or by proxy. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

 

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Section 8. Validation of Defectively, Called, Noticed or Held Meetings. (a) The transactions of any meeting of the shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote thereat, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(b) Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except (1) when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and (2) that attendance at a meeting is not a waiver of any right to object to the consideration of any matter required by the General Corporation Law of the State of California to be included in the notice but not so included, if such objection is expressly made at the meeting.

(c) Any written waiver of notice shall comply with subdivision (f) of Section 601 of the Corporations Code of the State of California.

Section 9. Voting for Election of Directors. (a) Every shareholder complying with subdivision (b) of this section and entitled to vote at any election of directors may cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or distribute his votes on the same principle among as many candidates as he thinks fit.

(b) No shareholder shall be entitled to cumulate his votes (i.e., cast for any one or more candidates a number of votes greater than the number of his shares) unless the candidate’s or candidates’ names for which he desires to cumulate his votes have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of his intention to cumulate his votes. If any one shareholder has given such notice,

 

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all shareholders may cumulate their votes for candidates in nomination.

(c) Elections for directors may be by voice vote or by ballot unless any shareholder entitled to vote demands election by ballot at the meeting prior to the voting, in which case the vote shall be by ballot.

(d) In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected as directors.

Section 10. Proxies. (a) Every person entitled to vote shares may authorize another person or persons to act with respect to such shares by a written proxy signed by him or his attorney-in-fact and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by him or his attorney-in-fact.

(b) Any duly executed proxy shall continue in full force and effect until the expiration of the term specified therein or upon its earlier revocation by the person executing it prior to the vote pursuant thereto (1) by a writing delivered to the Corporation stating that it is revoked, (2) by a subsequent proxy executed by the person executing the proxy or (3) by the attendance at the meeting and voting in person by the person executing the proxy. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. The date contained on the form of proxy shall be deemed to be the date of its execution.

(c) A proxy which states that it is irrevocable is irrevocable for the period specified therein subject to the provisions of subdivisions (e) and (f) of Section 705 of the Corporations Code of the State of California.

Section 11. Inspectors of Election. (a) In. advance of any meeting of the shareholders, the Board of Directors may appoint either one or three persons (other than nominees for the office of director) as inspectors of

 

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election to act at such meeting or any adjournments thereof. If inspectors of election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse to act) at the meeting. If appointed at a meeting, on the request of one or more shareholders or the proxies thereof, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed.

(b) The duties of inspectors of election and the manner of performance thereof shall be as prescribed in Section 707 of the Corporations Code of the State of California.

Section 12. Action by Written Consent. (a) Subject to subdivisions (b) and (c) of this section, any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without a vote and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting in which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the Secretary of the Corporation and maintained with the corporate records.

(b) Except for the election of a director by written consent to fill a vacancy (other than a vacancy created by removal), directors may be elected by written consent only by the unanimous written consent of all shares entitled to vote for the election of directors, In the case of an election of a director by written consent to fill a vacancy (other than a vacancy created by removal), any such election requires the consent of a majority of the outstanding shares entitled to vote.

(c) Unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder approval without a meeting by less than unanimous written consent shall be given as provided in subdivision (b) of Section 603 of the Corporations Code of the State of California.

 

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(d) Any shareholder giving a written consent, or his proxyholders, or a personal representative of the shareholder or their respective proxyholders, may revoke the consent by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the Corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

ARTICLE IV

Directors

Section 1. Number of Directors. (a) The authorized number of directors shall be three.

(b) The authorized number of directors may only be changed by an amendment of this section approved by the vote or written consent of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the authorized number to a number less than 5 shall not be adopted if the votes cast against its adoption at a meeting (or the shares not consenting in the case of action by written consent) exceed 16-2/3% of such outstanding shares.

Section 2. Election of Directors. Directors shall be elected at each annual meeting of the shareholders.

Section 3. Term of Office. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which he is elected and until a successor has been elected.

Section 4. Vacancies. (a) A vacancy in the Board of Directors exists whenever any authorized position of director is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors or otherwise.

(b) Except for a vacancy created by the removal of a director, vacancies on the Board of Directors may

 

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be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. A vacancy created by the removal of a director shall be filled only by shareholders.

(c) The shareholders may elect a director at any time to fill any vacancy not filled by the directors.

Section 5. Removal. (a) The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

(b) Any or all of the directors may be removed without cause if such removal is approved by a majority of the outstanding shares entitled to vote; provided, however, that no director may be removed (unless the entire Board of Directors is removed) if whenever the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written- consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of his most recent election were then being elected.

(c) Any reduction of the authorized number of directors does not remove any director prior to the expiration of his term of office.

Section 6. Resignation. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 7. Fees and Compensation. Directors may be paid for their services in such capacity a sum in such amounts, at such times and upon such conditions as may be determined from time to time by resolution of the Board of Directors and may be reimbursed for their expenses, if any, for attendance at each meeting of the Board. No such payments shall preclude any director from serving the Corporation in any other capacity and receiving compensation in any manner therefor.

 

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ARTICLE V

Committees of the Board of Directors

Section 1. Designation of Committees. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate (1) one or more committees, each consisting of two or more directors and (2) one or more directors as alternate members of any committee, who may replace any absent member at any meeting thereof. Any member or alternate member of a committee shall serve at the pleasure of the Board.

Section 2. Powers of Committees. Any committee, to the extent provided in the resolution of the Board of Directors designating such committee, shall have all the authority of the Board, except with respect to:

(a) The approval of any action for which the General Corporation Law of the State of California also requires any action by the shareholders;

(b) The filling of vacancies on -the Board or in any committee thereof;

(c) The fixing of compensation of the directors for serving on the Board or on any committee thereof;

(d) The amendment or repeal of these Bylaws or the adoption of new bylaws;

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f) A distribution to the shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

(g) The designation of other committees of the Board or the appointment of members or alternate members thereof.

 

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ARTICLE VI

Meetings of the Board of Directors

and Committees Thereof

Section 1. Place of Meetings. Regular meetings of the Board of Directors shall be held at any place within or without the State of California which has been designated from time to time by the Board or, in the absence of such designation, at the principal executive office of the Corporation, Special meetings of the Board shall be held either at any place within or without the State of California which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation.

Section 2. Organization Meeting. Immediately following each annual meeting of the shareholders the Board of Directors shall hold a regular meeting for the purpose of organization and the transaction of other business. Notice of any such meeting is not required.

Section 3. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall be designated from time to time by the Board. Notice of any such meeting is not required.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called at any time for any purpose or purposes by the Chairman of the Board or the President or any vice president or the Secretary or any two directors. Notice shall be given of any special meeting of the Board.

Section 5. Notice of Special Meetings. (a) Notice of the time and place of special meetings of the Board of Directors shall be delivered personally or by telephone to each director or sent to each director by first-class mail or telegraph, charges prepaid. Such notice shall be given four days prior to the holding of the special meeting if sent by mail or 48 hours prior to the holding thereof if delivered personally or given by telephone or telegraph. The notice or report shall be deemed to have been given at the time when delivered personally to the

 

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recipient or deposited in the mail or sent by other means of written communication.

(b) Notice of any special meeting of the Board of Directors need not specify the purpose thereof and need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

Section 6. Validation of Defectively Held Meetings. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Such waivers, consents and approvals (1) need not specify the purpose of any meeting of the Board of Directors and (2) shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 7. Quorum; Action at Meetings; Telephone Meetings. (a) A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless action by a greater proportion of the directors is required by law or the Articles of Incorporation.

(b) A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

(c) Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another.

 

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Section 8. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 10. Meetings of and Action by Committees. The provisions of this Article apply to committees of the Board of Directors and action by such committees with such changes in the language of those provisions as are necessary to substitute the committee and its members for the Board and its members.

ARTICLE VII

Officers

Section 1. Officers. The Corporation shall have as officers, a President, a Secretary and a Treasurer. The Treasurer is the chief financial officer of the Corporation unless the Board of Directors has by resolution designated a vice president or other officer to be the chief financial officer. The Corporation may also have at the discretion of the Board, a Chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices.

Section 2. Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen by the Board of Directors.

 

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Section 3. Subordinate Officers, Etc. The Board of Directors may appoint by resolution, and may empower the Chairman of the Board, if there be such an officer, or the President, to appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are determined from time to time by resolution of the Board or, in the absence of any such determination, as are provided in these Bylaws. Any appointment of an officer shall be evidenced by a written instrument filed with the Secretary of the Corporation and maintained with the corporate records.

Section 4 . Removal and Resignation. (a) Any officer may be removed, either with or without cause, by the Board of Directors or, except in case of any officer chosen by the Board, by any officer upon whom such power of removal may be conferred by resolution of the Board.

(b) Any officer may resign at any time effective upon giving written notice to the Chairman of the Board, President, any vice president or Secretary of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 6. Chairman of the Board. If there is a Chairman of the Board, he shall, if present, preside at all meetings of the Board of Directors, exercise and perform such other powers and duties as may be from time to time assigned to him by resolution of the Board and, if there is no President, the Chairman of the Board shall be the chief executive officer of the Corporation and have the power and duties set forth in Section 7 of this Article.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer and general manager of the Corporation and shall, subject to

 

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the control of the Board, have general supervision, direction and control of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed from time to time by resolution of the Board.

Section 8. Vice President. In the absence or disability of the President, the vice presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or as the President may from time to time delegate.

Section 9. Secretary. (a) The Secretary shall keep or cause to be kept (1) the minute book, (2) the share register and £3) the seal, if any, of the Corporation.

(b) The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.

Section 10. Treasurer. (a) The Treasurer shall keep, or cause to be kept, the books and records of account of the Corporation.

(b) The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated from time to time by resolution of the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and the Board, whenever they request it, an account of all his transactions as Treasurer and of the financial condition

 

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of the Corporation, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board or as the President may from time to time delegate.

ARTICLE VIII

Records and Reports

Section 1. Minute Book – Maintenance and Inspection. The Corporation shall keep or cause to be kept in written form at its principal executive office or such other place as the Board of Directors may order, a minute book which shall contain a record of all actions by its shareholders. Board or committees of the Board including the time, date and place of each meeting; whether a meeting is regular or special and, if special, how called; the manner of giving notice of each meeting and a copy thereof; the names of those present at each meeting of the Board or committees thereof; the number of shares present or represented at each meeting of the shareholders; the proceedings of all meetings; any written waivers of notice, consents to the holding of a meeting or approvals of the minutes there-of; and written consents for action without a meeting.

Section 2. Share Register – Maintenance and Inspection. The Corporation shall keep or cause to be kept at its principal executive office or, if so provided by resolution of the Board of Directors, at the Corporation’s transfer agent or registrar, a share register, or a duplicate share register, which shall contain the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

Section 3. Books and Records of Account – Maintenance and Inspection. The Corporation shall keep or cause to be kept at its principal executive office or such other place as the Board of Directors may order, adequate and correct books and records of account.

 

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Section 4. Bylaws – Maintenance and Inspection. The Corporation shall keep at its principal executive office or, in the absence of such office in the State of California, at its principal business office in that state, the original or a copy of the Bylaws as amended to date.

Section 5. Annual Report to Shareholders. The Board of Directors shall cause an annual . report to be sent to the shareholders not later than 120 days after the close of the fiscal year of the Corporation. Such report shall comply with the provisions of Section 1501 of the Corporations Code of the State of California and shall be sent in the manner specified in Section 4(d) of Article III at least 15 days prior to the annual meeting of shareholders to be held during the next fiscal year.

ARTICLE IX

Miscellaneous

Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, and any assignment or endorsement thereof, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 2. Contracts, Etc. – How Executed. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board, no officer, employee or other agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 3. Certificates of Stock. All certificates shall be signed in the name of the Corporation by the Chairman of the Board or the President or a vice president

 

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and by the Treasurer or an assistant treasurer or the Secretary or an assistant secretary, certifying the number of shares and the class or series thereof owned by the shareholder. Any or all of the signatures on a certificate may be by facsimile signature. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. Except as provided in this section, no new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Board of Directors may in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof, upon such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Section 5. Representation of Shares of Other Corporations. Any person designated by resolution of the Board of Directors or, in the absence of such designation, the Chairman of the Board, the President or any vice president or the Secretary, or any other person authorized by any of the foregoing, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, owned by the Corporation.

Section 6. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Corporations Code of the State of California shall govern the construction of these Bylaws.

 

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ARTICLE X

Amendments

Section 1. Amendments. New bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote. Subject to the next preceding sentence, bylaws (other than a bylaw or amendment thereof specifying or changing a fixed number of directors or the maximum or minimum number, or changing from a fixed to a variable board or vice versa) may be adopted, amended or repealed by the Board of Directors.

 

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MINUTES OF ACTION OF THE ANNUAL MEETING OF SHAREHOLDERS OF

KENNEDY-WILSON, INC.

a California corporation

TAKEN WITHOUT A MEETING BY UNANIMOUS WRITTEN CONSENT

The undersigned, being the sole shareholder of Kennedy-Wilson, Inc., a California corporation ("Corporation"), does hereby approve and adopt the resolutions set forth below, and does further waive the requirements of both notice and formal meeting in accordance with the By-Laws of this Corporation and the California Corporations Code in taking these actions.

With regard to the annual election of the members of the Board of Directors, the undersigned hereby re-elects the following as directors of the Corporation:

William J. McMorrow

William R. Stevenson

Lewis A. Halpert

Kenneth V. Stevens

Donald F. Kennedy

After review of the books and records of the Corporation, both financial and otherwise, the undersigned hereby ratifies and approves all actions taken by the Board and by the officers of the Corporation.

The undersigned hereby certifies that it is the sole shareholder of this Corporation and that this action, by unanimous written consent, taken in compliance with the California Corporations Code and the By-Laws of this Corporation in its sole act and deed.

 

January 31, 1992     Kennedy-Wilson, Inc.
    a Delaware corporation
  By  

/s/ Alan D. Wallace

   

Alan D. Wallace,

Secretary

 EX-3.28 27 d235317dex328.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.28

KWF MANAGER I, LLC,

a Delaware limited liability company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of September 1, 2010

K-W Properties, a California corporation, hereby forms KWF Manager I, LLC (the “Company”) as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”), and hereby declares the following to be the Limited Liability Company Agreement of the Company:

1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings:

1.1 “Agreement” means this Limited Liability Company Agreement of KWF Manager I, LLC, as the same may be hereafter amended, modified and/or restated from time to time.

1.2 “Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

1.3 “Company” has the meaning specified in the introductory paragraph of this Agreement.

1.4 “Delaware Act” has the meaning specified in the introductory paragraph of this Agreement.

1.5 “Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

1.6 “Sole Member” means K-W Properties, a California corporation, and any successor-in-interest thereof to the entire Sole Membership Interest.

1.7 “Sole Membership Interest” has the meaning specified in Section 8 of this Agreement.

2. Name. The name of the Company formed hereby is “KWF Manager I, LLC”.

3. Certificate of Formation; Purpose. The Certificate of Formation has heretofore been filed with the Delaware Secretary of State on August 27, 2010, by an authorized agent of the Company. The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act; however, its primary purpose shall be to act as the general partner and manager of a Delaware limited partnership named “KWF Manager I, LLC”.

4. Registered Office and Agent; Principal Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company located at 1209 Orange Street, Wilmington, DE 19801. The name and address of the registered agent of the Company for service of

 

1

process on the Company in the State of Delaware is The Corporation Trust Company located at 1209 Orange Street, Wilmington, DE 19801. The principal business office of the Company shall be located at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California, 90212, or such other location as may hereafter be determined by the Sole Member. The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

5. Powers of the Company. Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in the Certificate of Formation or in this Agreement.

6. Powers of the Sole Member. The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

7. Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated for any such debt, obligation or liability of the Company by reason of being a member of the Company.

8. Admission of Sole Member. The Sole Member shall pay to the Company such cash or other property as it may determine in its sole discretion. Effective upon such payment, the Sole Member shall be admitted as the sole member of the Company. At such time, the Company shall issue one membership interest to the Sole Member (the “Sole Membership Interest”), representing a 100% percentage interest in the Company.

9. Additional Contributions. The Sole Member shall not be required to make any additional capital contributions to the Company. The Sole Member may, however, make additional capital contributions to the Company in such amounts and at such times as it may determine in its sole discretion.

10. Management. Management of the Company shall be vested exclusively in the Sole Member. The Sole Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described in the Certificate of Formation or in this Agreement, including all powers, statutory or otherwise, possessed by members of a limited liability company under the Delaware Act. The Sole Member, acting alone, or any one or more of the officers of the Company shall have the authority to bind the Company.

11. Officers. The Sole Member may, from time to time as it deems advisable, appoint one or more persons as officers of the Company and assign titles (including, without limitation, Chairman, President, Executive Vice President, Vice President, Secretary, and Treasurer) to any such persons. Unless the Sole Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of that title shall constitute the delegation to that person of the authority and duties that are normally associated with that office. Any delegation pursuant to this Section 11 may be revoked or modified at any time by the Sole Member. The Sole Member hereby initially appoints the following persons to the following executive offices: William J. McMorrow, Chairman; Mary Ricks, President; Barry Schlesinger, Vice President; and Matt Windisch, Vice President, subject to all of the foregoing prerogatives of the Sole Member. The Sole Member hereby

 

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authorizes the Company’s executive officers, acting alone or together and in their discretion, to enter into agreements and to execute documents on behalf of the Company and to bind the Company.

12. Assignments. The Sole Member may assign its Sole Membership Interest in whole or in part. If the Sole Member transfers all of its Sole Membership Interest pursuant to this Section 12, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a member of the Company.

13. Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of any of the events listed below. The winding up the affairs of the Company shall be conducted in accordance with the Delaware Act.

13.1 Election of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

13.2 Disposition of All Assets. The sale, transfer or other disposition of all or substantially all of the assets of the Company upon the receipt of all consideration (including the collection of any promissory notes or other evidences of indebtedness received as consideration) paid for such sale, transfer or other disposition.

13.3 Judicial Dissolution. The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

15. Amendment. This Agreement may be amended only in a writing signed by the Sole Member.

16. Severability. Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

 

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17. No Third-Party Rights. No Person other than the Sole Member and any Person entitled to indemnification pursuant to Section 14 shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member and any Person entitled to indemnification pursuant to Section 14 shall be a beneficiary of any provision of this Agreement.

18. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, excluding any conflict of laws rule or principle that might refer the governance or construction of this Agreement to the law of another jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of the date first written above.

 

K-W Properties
By: Kennedy-Wilson, Inc., its Sole Member
By:  

/s/ Mary Ricks

Name:  

Mary Ricks

Title:  

Vice President

 EX-3.29 28 d235317dex329.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.29

KW LOAN PARTNERS II LLC

LIMITED LIABILITY COMPANY AGREEMENT

This Limited Liability Company Agreement (the “Agreement”) is entered into as of April 27, 2010, by K-W Properties, a California corporation (the “Member”).

WHEREAS, Company was formed on April 27, 2010 under California law for the purpose of acquiring, managing and disposing of those certain real estate secured loans described on Schedule A attached hereto (the “Property”);

WHEREAS, Plum Canyon Investments Corp., a California corporation (“Withdrawing Member”), as the original and sole Member of the Company, entered into and adopted that certain “Limited Liability Company Agreement” as of June 24, 2008 (the “Original Agreement”) with respect to operation of the Company. Withdrawing Member has sold and assigned to Member one hundred percent of its sole membership interest in and to the Company; and

WHEREAS, Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and the Member’s rights and obligations with respect thereto.

NOW, THEREFORE, Member adopts the following:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings (all terms used in this Agreement which are not defined in this Article I shall have the meanings set forth elsewhere in this Agreement):

“Act” means Beverly-Killea Limited Liability Company Act, codified in the California Corporations Code, Section 17000 et seq, as the same may be amended from time to time.

“Articles” means the articles of organization of the Company which are required to be filed pursuant to the Act.

“Company Interest”, as of any date, means, with respect to any Member, the ownership interest of such Member in the Company as of such date, including all of its rights to allocations of Profits and Losses and to Distributions under this Agreement the Member holds all Company Interests.

“Distributions” means all cash and other property distributed to Member arising from its Company Interests.

 

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“Fiscal Year” means the fiscal year of the Company which shall be the calendar year.

“Member” means the Member and any other Person that is admitted to the Company as a Member.

“Person” shall mean an individual, partnership, joint venture, association, corporation, trust, estate, limited liability company, limited liability partnership or any other legal entity.

“Property” has the meaning given that term in the Recitals.

ARTICLE II

FORMATION AND PURPOSE

2.1. Formation. The Company has been formed as a limited liability company pursuant to the Act by the filing of the Articles required by the Act with the Secretary of State of California. The rights and liabilities of any Member shall be determined pursuant to the Act and this Agreement to the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2. Name. The name of the Company is KW Loan Partners II LLC.

2.3. Principal Office. The principal executive office of the Company shall be at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212.

2.4. Term. The term of the Company will commence on the date of filing of the Articles with the Secretary of State of California, and shall continue until terminated as hereinafter provided.

2.5. Purposes of Company. The Company will be operated for the following purposes:

(a) To own the Property;

(b) To take any and all other action necessary to maintain the existence of the Company in good standing under the laws of the State of California; and

(c) To engage in any lawful acts or activities and to exercise any powers permitted to limited liability companies under the laws of the State of California.

2.6. Address of the Member. The address of the Member is 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212.

 

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ARTICLE III

MEMBER’S CAPITAL

Member shall contribute to the capital of the Company such amounts as it determines to be necessary from time to time.

ARTICLE IV

STATUS OF MEMBERS

No Member shall be bound by or personally liable for, the expenses, liabilities or obligations of the Company. The Company shall be directed and managed by the Member.

ARTICLE V

COMPANY EXPENSES

The Company shall reimburse the Member for all out-of-pocket costs and expenses reasonably incurred by it in connection with the formation, organization and funding of the Company, including any legal fees and expenses.

ARTICLE VI

DISTRIBUTIONS; ALLOCATION OF INCOME AND LOSS

6.1. Distributions. All Distributions shall be paid to the Member.

6.2. Allocations of Profits and Losses. All profits and losses of the Company for each Fiscal Year shall be allocated to the Member.

ARTICLE VII

ASSIGNMENT OF COMPANY INTERESTS

The Member may sell, assign, pledge or otherwise encumber or transfer all or any part of its Company Interest.

ARTICLE VIII

BOOKS AND RECORDS

The Company shall maintain at its principal office all of the following:

(a) A current list of the full name and last known business or residence address of each Member set forth in alphabetical order together with the capital contributions and Company Interest owned by each Member;

(b) A copy of the Articles, this Agreement and any and all amendments to either thereof, together with executed copies of any powers of attorney pursuant to which any certificate or amendment has been executed;

 

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(c) Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years;

(d) The financial statements of the Company for the six most recent fiscal years; and

(e) The Company books and records for at least the current and past three fiscal years.

ARTICLE IX

DISSOLUTION OF COMPANY

9.1. Events of Dissolution or Liquidation. The Company shall be dissolved upon the happening of any of the following events:

(a) The sale, exchange, or other disposition or transfer of all or substantially all of the assets of the Company;

(b) Upon the election of the Member;

(c) Upon the expiration of the term of the Company; or

(d) Subject to any provision of this Agreement that limits or prevents dissolution, the happening of any event that, under the Act caused the dissolution of a limited liability company.

9.2. Liquidation. Upon dissolution of the Company for any reason, the Company shall immediately commence to windup its affairs and a reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority:

(a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Member to the Company) and payment of the expenses of liquidation;

(b) Second, setting up of such reserves as the Member or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; and

(c) Third, to the Member.

 

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ARTICLE X

MISCELLANEOUS

10.1. Severability. If any term or provision of this Agreement is held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remainder of this Agreement.

10.2. Inspection. Any Member shall have the right at reasonable times to inspect the books and records of the Company.

10.3. General. This Agreement: (i) shall be binding on the executors, administrators, estates, heirs and legal successors of the Members; (ii) be governed by and construed in accordance with the laws of the State of California; (iii) may be executed in more than one counterpart as of the day and year first above written; and (iv) contains the entire limited liability company agreement with respect to the Company. The waiver of any of the provisions, terms or conditions contained in this Agreement shall not be considered as a waiver of any of the other provisions, terms or conditions hereof.

10.4. Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery, confirmation of telex or telecopy, or upon the fifth day following mailing by registered mail, postage prepaid, addressed (a) if to any Member at such addresses as set forth on the records of the Company, or at such other address as any Member shall have furnished to the Company in writing, (b) if to the Company, at 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210.

10.5. Officers. The Company may have officers. The Company and the Member hereby appoint Mary Ricks, as President, Barry Schlesinger as Vice-President and Matthew Windisch as Vice-President, Secretary and Treasurer. The President and each Vice-President, acting alone, is authorized and empowered on behalf of the Company to take all actions that may be taken by the Member and the Company shall be bound by such actions. The powers and duties of the Vice President and Treasurer/Secretary shall be established by the Member. The Company shall indemnify, defend, protect and hold harmless each officer from any claim, damage, loss or liability which he or she may suffer which arises from or relates to the performance or nonperformance of the duties assigned to him or her by the Member, as applicable. Any individual may hold any number of offices.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the undersigned has adopted this Limited Liability Company Agreement as of the day and year first set forth above.

 

K-W Properties,
a California corporation
By:  

/s/ Mary Ricks

Name:  

Mary Ricks

Title:  

 

 

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EX-3.30 29 d235317dex330.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.30

LIMITED LIABILITY COMPANY AGREEMENT

OF

KW - RICHMOND, LLC

A DELAWARE LIMITED LIABILITY COMPANY

 

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LIMITED LIABILITY COMPANY AGREEMENT

OF

KW - RICHMOND, LLC,

A Delaware Limited Liability Company

This Limited Liability Company Agreement is made as of June 23, 2008, by and among the Persons set forth on Exhibit A, with reference to the following facts:

A. KW - Richmond, LLC (the “Company”) was formed on June 23, 2008 as a limited liability company under the laws of the State of Delaware.

B. The parties now desire to enter into this limited liability company agreement to govern their respective rights and obligations as members of the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is acknowledged, the parties agree that the following shall be the Limited Liability Company Agreement of the Company.

ARTICLE I

DEFINITIONS

When used in this Agreement, the following terms have the following meanings:

1.1 “Act” means the Limited Liability Company Act of the State of Delaware.

1.2 “Adjusted Capital Account” of a Member means the Capital Account of that Member increased by the Member’s share of Company Minimum Gain and Member Minimum Gain.

1.3 “Adjusted Capital Contribution” of a Member means the excess of (a) that Member’s Capital Contribution to the Company, over (b) Distributions to that Member under Section 6.8(a).

1.4 “Affiliate” of a Member or Manager means (a) a Person directly or indirectly (through one or more intermediaries) controlling, controlled by or under common control with that Member or Manager; (b) an officer, director, partner, member or immediate family member of that Member or Manager; or (c) a member of the immediate family of an officer, director, partner or member of that Member or Manager; provided, however, that (i) neither the Company nor any of its subsidiaries will be deemed an Affiliate of a Member or Manager and (ii) neither a Member nor a Manager nor any of their respective Affiliates will be deemed an Affiliate of the Company or any of the Company’s subsidiaries. For these purposes “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and

policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.5 “Agreement” means this Limited Liability Company Agreement of KW - Richmond, LLC, as originally executed and as amended from time to time.

1.6 “Bankruptcy” of a Member means the institution of any proceedings under any federal or state law for the relief of debtors, including the filing by or against that Member of a voluntary or involuntary case under the federal bankruptcy law, which proceedings, if involuntary, are not dismissed within sixty (60) days after their filing; an assignment of the property of that Member for the benefit of creditors; the appointment of a receiver, trustee or conservator of any substantial portion of the assets of that Member, which appointment, if obtained ex parte, is not dismissed within sixty (60) days thereafter; the seizure by a sheriff, receiver, trustee or conservator of any substantial portion of the assets of that Member; the failure by that Member generally to pay its debts as they become due within the meaning of Section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court; or that Member’s admission in writing of its inability to pay its debts as they become due.

1.7 “Capital Account” of a Member means the capital account of that Member determined from the inception of the Company strictly in accordance with the rules set forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations. In the event that assets of the Company other than cash are distributed to a Member in kind, Capital Accounts shall be adjusted for the hypothetical “book” gain or loss that would have been realized by the Company if the distributed assets had been sold for their fair market values in a cash sale (in order to reflect unrealized gain or loss). In the event of the liquidation of the Company, Capital Accounts shall be adjusted for the hypothetical “book” gain or loss that would have been realized by the Company if all Company assets had been sold for their fair market values in a cash sale (in order to reflect unrealized gain or loss).

1.8 “Capital Contribution” of a Member, at any particular time, means the amount of money or property or a promissory note or other binding obligation to contribute money or property, which that Member has theretofore contributed to the capital of the Company.

1.9 “Certificate of Formation” means the Articles of Organization of the Company as filed under the Act with the Delaware Secretary of State, as the same may be amended from time to time.

1.10 “Code” means the Internal Revenue Code of 1986.

1.11 “Company” means KW - Richmond, LLC, a Delaware limited liability company.

1.12 “Company Minimum Gain” with respect to any taxable year of the Company means the “partnership minimum gain” of the Company computed strictly in accordance with the principles of Section 1.704-2(d) of the Treasury Regulations.

 

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1.13 “Distributable Cash” at any time means that portion of the cash then on hand or in bank accounts of the Company which the Manager, in their absolute discretion, deem available for distribution to the Members, taking into account (a) the amount of cash required for the payment of all current expenses, liabilities and obligations of the Company (whether for expense items, capital expenditures, improvements, retirement of indebtedness or otherwise) and (b) the amount of cash which the Manager deems necessary to establish prudent reserves for the payment of future capital expenditures, improvements, retirements of indebtedness, operations and contingencies, known or unknown, liquidated or unliquidated, including, but not limited to, liabilities which may be incurred in litigation and liabilities undertaken pursuant to the indemnification provisions of this Agreement.

1.14 “Distribution” means the transfer of money or property by the Company to one or more Members without separate consideration.

1.15 “Economic Interest” means a share, expressed as a percentage, of one or more of the Company’s Net Profits, Net Losses, Tax Credits, Distributable Cash or other Distributions, but does not include any other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company or the right to information concerning the business and affairs of the Company.

1.16 “Economic Risk of Loss” means the economic risk of loss within the meaning of Section 1.752-2 of the Treasury Regulations.

1.17 “Fiscal Year” means the Company’s fiscal year, which shall be the calendar year.

1.18 “Former Member” has the meaning specified in Section 8.2.

1.19 “Former Member’s Interest” has the meaning specified in Section 8.2.

1.20 “Indemnified Persons” has the meaning specified in Section 11.1.

1.21 “Managers” means the one or more managers of the Company selected by the Members pursuant to Section 5.1(b).

1.22 “Member” means each Person who (a) is an initial signatory to this Agreement, has been admitted to the Company as a Member in accordance with the Certificate of Formation or this Agreement or is a transferee of a Member who has become a Member in accordance with ARTICLE VII, and (b) has not suffered a Membership Termination Event.

1.23 “Member Minimum Gain” has the meaning given to the term “partner nonrecourse debt minimum gain” in Section 1.704-2(i) of the Treasury Regulations.

1.24 “Member Nonrecourse Debt” means any “partner nonrecourse liability” or “partner nonrecourse debt” under Section 1.704-2(b)(4) of the Treasury Regulations. Subject to the foregoing, it means any Company liability to the extent the liability is nonrecourse for purposes of Section 1.1001-2 of the Treasury Regulations, and a Member (or related Person within the meaning of Section 1.752-4(b) of the Treasury Regulations) bears the Economic Risk

 

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of Loss under Section 1.752-2 of the Treasury Regulations because, for example, the Member or related Person is the creditor or a guarantor.

1.25 “Member Nonrecourse Deductions” means the Company deductions, losses and Code Section 705(a)(2)(B) expenditures, as the case may be (as computed for “book” purposes), that are treated as deductions, losses and expenditures attributable to Member Nonrecourse Debt under Section 1.704-2(i)(2) of the Treasury Regulations.

1.26 “Membership Interest” means a Member’s total interest as a member of the Company, including that Member’s share of the Company’s Net Profits, Net Losses, Tax Credits, Distributable Cash or other Distributions, its right to inspect the books and records of the Company and its right, to the extent specifically provided in this Agreement, to participate in the business, affairs and management of the Company and to vote or grant consent with respect to matters coming before the Company.

1.27 “Membership Termination Event” with respect to any Member means one or more of the following: the withdrawal, resignation, Bankruptcy, dissolution or occurrence of any other event which terminates the continued membership of that Member in the Company, other than a Transfer of a Member’s Membership Interest which is made in accordance with the provisions of ARTICLE VII.

1.28 “Net Profits” and “Net Losses” means, for each fiscal period, the net income and net loss, respectively, of the Company determined strictly in accordance with federal income tax principles (including rules governing depreciation and amortization), except that in computing net income or net loss, the “book” value of an asset will be substituted for its adjusted tax basis if the two differ, and the following items shall be excluded from the computation:

(a) any gain, income, deductions or losses specially allocated under Sections 6.1, 6.2, or 6.3;

(b) any Nonrecourse Deductions; and

(c) any Member Nonrecourse Deductions.

1.29 “Nonrecourse Deductions” in any fiscal period means the amount of Company deductions that are characterized as “nonrecourse deductions” under Treasury Regulations Section 1.704-2(b) of the Treasury Regulations.

1.30 “Nonrecourse Liability” means a liability treated as a “nonrecourse liability” under Sections 1.704-2(b)(3) and 1.752-1(a)(2) of the Treasury Regulations.

1.31 “Percentage Interest” means the percentage interest of a Member set forth opposite the name of that Member in Exhibit A, as such percentage may be adjusted from time to time pursuant to the provisions of this Agreement.

1.32 “Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership (whether general, limited or limited liability), trust, limited liability company, real estate investment trust, organization, individual (including any personal

 

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representative, executor or heir of a deceased individual), nation, state, government (including any agency, department, bureau, board, division or instrumentality thereof), trustee, receiver or liquidator.

1.33 “Property” has the meaning specified in Section 2.4.

1.34 “Tax Credits” means all credits against income or franchise taxes and credits allowable to Members under state, federal or other tax statutes.

1.35 “Tax Matters Partner” means the Member appointed pursuant to the provisions of Section 9.3 to serve as the “tax matters partner” of the Company for purposes of Sections 6221-6233 of the Code. Initially, the Tax Matters Partner shall be K-W Properties, a Delaware corporation.

1.36 “Transfer” means, with respect to a Membership Interest or any interest therein, the sale, assignment, transfer, disposition, pledge, hypothecation or encumbrance, whether direct or indirect, voluntary, involuntary or by operation of law, and whether or not for value, of (a) all or any part of that Membership Interest or interest therein or (b) a controlling interest in any Person which directly or indirectly through one or more intermediaries holds that Membership Interest or interest therein.

1.37 “Treasury Regulations” means the regulations of the United States Treasury Department pertaining to the income tax.

References in this Agreement to “Articles,” “Sections,” “Exhibits” and “Schedules,” shall be to the Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specifically provided; all Exhibits and Schedules to this Agreement are incorporated herein by reference; any of the terms used in this Agreement may, unless the context otherwise requires, be used in the singular or the plural and in any gender depending on the reference; the words “herein”, “hereof” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and except as otherwise specified in this Agreement, all references in this Agreement (a) to any Person shall be deemed to include such Person’s permitted heirs, personal representatives, successors and assigns; (b) to any agreement, any document or any other written instrument shall be a reference to such agreement, document or instrument together with all exhibits, schedules, attachments and appendices thereto, and in each case as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof; and (c) to any law, statute or regulation shall be deemed references to such law, statute or regulation as the same may be supplemented, amended, consolidated, superseded or modified from time to time.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1 Name. The name of the Company shall be “KW - Richmond, LLC.” The business of the Company may be conducted under that name or, upon compliance with applicable law, under any other name that the Manager deems appropriate or advisable.

 

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2.2 Term. The term of the Company’s existence commenced upon the filing of its Certificate of Formation with the Delaware Secretary of State on June 23, 2008 under the name “KW - Richmond, LLC” and shall continue until such time as it is terminated pursuant to ARTICLE X.

2.3 Office and Agent. The principal office of the Company shall be at 9601 Wilshire Boulevard, Suite 220, Beverly Hills, Delaware , 90210 or at such other place as the Manager may determine from time to time. The Company may also have such other offices within and without the State of Delaware as the Manager may from time to time determine. The name and business address of the Company’s agent for service of process in the State of Delaware is Stuart Cramer, c/o Kennedy Wilson, 9601 Wilshire Boulevard, Suite 220, Beverly Hills, Delaware 90210, or as may otherwise be determined by the Manager from time to time.

2.4 Purpose of Company. The Company may engage in any lawful activity for which a limited liability company may be organized under the Act; however, its primary purpose shall be to engage in the following activities: to form, invest in, capitalize and own 24.23% of the equity in Bay Fund Opportunity LLC, a California limited liability company, whose purpose is to invest in and own fifty percent (50%) of the equity in Emerald Marina Shores Richmond, LLC, a Delaware limited liability company and fifty percent (50%) of the equity in Emerald Marina Cove Richmond, LLC, a Delaware limited liability company, which collectively own the real property together with all improvements thereon located at One Schooner Court, Richmond, Delaware and One Shoreline Court, Richmond, Delaware (collectively, the “Property”).

2.5 Intent. It is the intent of the Members that the Company shall always be operated in a manner consistent with its treatment as a “partnership” for Federal and state income tax purposes. It also is the intent of the Members that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the United States Bankruptcy Code. No Member or Manager shall take any action inconsistent with that express intent.

2.6 Reimbursement of Expenses of Organization. The Members hereby authorize the Company to pay its expenses of organization and to reimburse any Person advancing funds for that purpose.

ARTICLE III

CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions. Each Member shall contribute to the Company the monies specified in Exhibit A as that Member’s initial Capital Contribution.

3.2 Additional Capital Contributions. No Member shall be required to make any additional Capital Contributions not specifically referred to in Section 3.1.

3.3 Capital Accounts. The Company shall establish and maintain an individual Capital Account for each Member.

 

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3.4 No Priorities of Members; No Withdrawals of Capital. Except as otherwise specified in ARTICLE VI and in the Act, no Member shall have a priority over any other Member as to any Distribution, whether by way of return of capital or by way of profits, or as to any allocation of Net Profits or Net Losses. No Member shall have the right to withdraw or reduce its Capital Contributions in the Company except as a result of the dissolution of the Company or as otherwise provided in Section 4.3 or the Act, and no Member shall have the right to demand or receive property other than cash in return for its Capital Contributions.

3.5 No Interest. No Member shall be entitled to receive any interest on its Capital Contributions.

ARTICLE IV

MEMBERS

4.1 Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise.

4.2 Admission of Additional Members. Subject to compliance with applicable law, and the approval of the requisite Members specified in Section 5.3(c), additional Members may be admitted to the Company from time to time upon such terms and conditions as the Members may determine, and any such additional Members shall be granted Membership Interests and may participate in the management, Distributable Cash, Net Profits, Net Losses, Tax Credits and other Distributions of the Company on such terms as the Members may fix.

4.3 Withdrawal. No Member may withdraw or resign from the Company except with the prior written consent of all other Members which consent may be given or withheld, conditioned or delayed in the other Members’ sole discretion.

ARTICLE V

MANAGEMENT AND CONTROL OF THE COMPANY

5.1 Management of the Company by Manager.

(a) Management by Manager. The business and affairs of the Company shall be managed and controlled exclusively by K-W Properties, a California corporation. Except for situations in which the approval of the Members is specifically required by the Act, the Certificate of Formation or this Agreement, the Manager shall have full authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. Within the resources available to the Company, the Manager shall control and direct the administration of the business and affairs of the Company in accordance with sound business practice, taking such steps as are necessary

 

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or appropriate in their reasonable judgment to conserve and enhance the value and profitability of the Company’s business, property and affairs.

(b) Election and Term of Manager. The Company shall initially have one (1) Manager, who shall be K-W Properties, a California corporation. Unless that Manager resigns, dies or is removed, each Manager shall hold office indefinitely. Any Manager may be removed at any time for any reason by the affirmative vote or written consent of all of the Members. Any such removal shall be without prejudice to the rights, if any, of the Manager under any employment contract with the Company and, if the Manager is also a Member, shall not affect the Manager’s rights as a Member or constitute its withdrawal as a Member. Any vacancy occurring for any reason in the number of Managers may be filled by the affirmative vote or written consent of all of the Members.

(c) Agency Authority of Manager. Subject to Section 5.3, any Manager, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company. The Manager shall have the right to delegate in writing any or all of their authority, rights and/or obligations, whether arising hereunder, under the Act or otherwise, to any one or more officers, agents or other duly authorized representatives.

5.2 Officers of the Company.

(a) Appointment of Officers. The Manager may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Manager in the conduct of, the day-to-day business and affairs of the Company. The officers of the Company may include a Chairperson, a President or Chief Executive Officer, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Manager subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation and as shall be determined from time to time by the Manager, but subject in all instances to the supervision and control of the Manager. Initially, there shall be a President, three Vice Presidents, and a Treasurer and Secretary of the Company. Barry Schlesinger shall serve as the initial President of the Company, William McMorrow, Stuart Cramer and John Prabhu shall each serve as an initial Vice President of the Company, and John Prabhu shall serve as the initial Secretary and Treasurer of the Company, subject to all of the foregoing prerogatives of the Manager.

(b) Signing Authority of Officers. The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Manager.

(c) Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chairperson, the

 

8

President or Chief Executive Officer, any Vice-President or the Chief Financial Officer, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

5.3 Limitations on Power of Manager. Notwithstanding any other provisions of this Agreement, however, the Manager shall have no power or authority to approve or cause the Company to engage in any of the following, without first obtaining the unanimous vote or written consent of all Members:

(a) the sale, exchange or other disposition of all, or substantially all, of the Company’s assets occurring as part of a single transaction or plan, or in a series of transactions, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;

(b) the merger of the Company with another limited liability company or a corporation, general partnership, limited partnership or other entity;

(c) the admission of another Person as a Member of the Company;

(d) any Company borrowing of money which, after giving effect to the borrowing, causes the Company to have more than Five Hundred Thousand Dollars ($500,000.00) in principal amount of Company borrowings outstanding;

(e) any loan in excess of Five Hundred Thousand Dollars ($500,000.00) by the Company to any Person, any guaranty by the Company of any other Person’s obligations in excess of Five Hundred Thousand Dollars ($500,000.00) or any investment of more than Five Hundred Thousand Dollars ($500,000.00) by the Company in the business of any other Person;

(f) any alteration of the primary purpose of the Company as set forth in Section 2.4;

(g) any act which would make it impossible to carry on the ordinary business of the Company;

(h) any decision to place the Company into Bankruptcy; or

(i) any amendment to the Certificate of Formation or this Agreement.

5.4 Transactions between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members and/or Manager may, and may cause their Affiliates to, engage in any transaction with the Company (including, without limitation, the purchase, sale, lease or exchange of any property, the lending of money, the rendering of any service or the establishment of any salary, other compensation or other terms of employment) so long as that transaction is not expressly prohibited by this Agreement.

 

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5.5 Performance of Duties; Liability of Manager and Officers. No Manager or officer shall be liable to the Company or to any other Member for any losses or damages suffered by them, except as the result of fraud, deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law or this Agreement by that Manager or officer or as a result of acts from which that Manager or officer derives an improper personal benefit. The Manager and officers, if any, shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and the Members. In performing their duties, the Manager and officers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, of the following persons or groups unless they have knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that the Manager and officers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

(a) one or more agents of the Company whom the Manager or officers, as the case may be, reasonably believe to be reliable and competent in the matters presented; or

(b) any attorney, independent accountant or other Person as to matters which the Manager or officers, as the case may be, reasonably believe to be within such Person’s professional or expert competence.

5.6 Competitive Activities; Company Opportunities. The Members, and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates, may engage or invest in, independently or with others, any business activity of any type or description, including without limitation those that might be the same as or similar to the Company’s business and that might be in direct or indirect competition with the Company’s business. Neither the Company nor any other Member shall have the right in or to such other ventures or activities or to the income or proceeds derived therefrom. The Members shall not be obligated to present any investment opportunity or prospective economic advantage to the Company or the other Members even if the opportunity is one of the character that, if presented to the Company or the other Members, could be taken by the Company or any of the other Members. The Members shall have the right to hold any investment opportunity or prospective economic advantage for their own account or to recommend such opportunity to Persons other than the Company or the other Members. The Members acknowledge that the other Members and their Affiliates own and/or manage other businesses, including businesses that may compete with the Company and for the Members’ time. The Members hereby waive any and all rights and claims which they may otherwise have against the other Members and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates as a result of any such activities.

5.7 Expenses. The Company shall reimburse the Members and the Manager and their respective Affiliates for (i) all reasonable out-of-pocket costs and expenses incurred by them in connection with the business and affairs of the Company, as well as organizational expenses (including, without limitation, legal and accounting fees and costs) incurred by them to form the Company and to prepare the Certificate of Formation and this Agreement, and (ii) the direct costs in connection with the acquisition of the Property.

 

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ARTICLE VI

ALLOCATIONS OF NET PROFITS, NET LOSSES AND DISTRIBUTIONS

6.1 Minimum Gain Chargeback. In the event that there is a net decrease in the Company Minimum Gain during any taxable year, the minimum gain chargeback described in Sections 1.704-2(f) and (g) of the Treasury Regulations shall apply.

6.2 Member Minimum Gain Chargeback. If during any taxable year there is a net decrease in Member Minimum Gain, the partner minimum gain chargeback described in Section 1.704-2(i)(4) of the Treasury Regulations shall apply.

6.3 Qualified Income Offset. Any Member who unexpectedly receives an adjustment, allocation or Distribution described in subparagraphs (4), (5) or (6) of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations, which adjustment, allocation or distribution creates or increases a deficit balance in that Member’s Capital Account, shall be allocated items of “book” income and gain in accordance with the provisions of the “qualified income offset” as described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

6.4 Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Members in proportion to their Percentage Interests.

6.5 Member Nonrecourse Deductions. Member Nonrecourse Deductions shall be allocated to the Members as required in Section 1.704-2(i)(1) of the Treasury Regulations in accordance with the manner in which the Members bear the burden of an Economic Risk of Loss corresponding to the Member Nonrecourse Deductions.

6.6 Allocation of Net Profits. The Net Profits for each fiscal period of the Company shall be allocated to the Members in accordance with the following order of priority:

(a) first, to those Members with negative Adjusted Capital Accounts, among them in proportion to the ratio of the negative balances in their Adjusted Capital Accounts, until no Member has a negative Adjusted Capital Account;

(b) second, to those Members whose Adjusted Capital Contributions are in excess of their Adjusted Capital Accounts, among them in accordance with the ratio of these excesses, until all of these excesses have been eliminated; and

(c) finally, to the Members in proportion to their Percentage Interests.

6.7 Allocation of Net Losses. Net Losses for each fiscal period of the Company shall be allocated to the Members in proportion to their Percentage Interests.

6.8 Distribution of Assets by the Company. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Manager may elect from time to time to cause the Company to distribute Distributable Cash to the Members, which Distributions shall be in the following order of priority:

 

11

(a) first, to the Members in proportion to their Adjusted Capital Contributions until each Member’s Adjusted Capital Contribution has been reduced to zero; and

(b) finally, to the Members in proportion to their Percentage Interests.

6.9 Allocation of Net Profits and Losses in Respect of a Transferred Interest. If any Membership Interest is Transferred or is increased or decreased by reason of the admission of a new Member or otherwise during any Fiscal Year, each item of income, gain, loss, deduction or credit of the Company for that Fiscal Year shall be assigned pro rata to each day in the particular period of that Fiscal Year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each item so assigned to any such day shall be allocated to the Member based upon that Member’s respective Membership Interest at the close of that day. Notwithstanding any provision above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets of the Company shall be allocated solely to the parties owning Membership Interests as of the date that sale or other disposition occurs.

6.10 Tax Allocation Matters.

(a) Contributed or Revalued Property. Each Member’s allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to revalued property where the Company’s property is revalued pursuant to Paragraph (b)(2)(iv)(f) of Section 1.704-1 of the Treasury Regulations, shall be determined in the manner (and as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing it and the fair market value of the property determined by the Manager at the time of its contribution or revaluation, as the case may be. The Company shall apply Section 704(c)(1)(A) by using the “traditional method” as set forth in Section 1.704-3(b) of the Treasury Regulations.

(b) Recapture Items. In the event that the Company has taxable income that is characterized as ordinary income under the recapture provisions of the Code, each Member’s distributive share of taxable gain or loss from the sale of Company assets (to the extent possible) shall include a proportionate share of this recapture income equal to that Member’s share of prior cumulative depreciation deductions with respect to the assets which gave rise to the recapture income.

6.11 Order of Application. To the extent that any allocation, Distribution or adjustment specified in any of the preceding Sections of this ARTICLE VI affects the results of any other allocation, Distribution or adjustment required herein, the allocations, Distributions and adjustments specified in the following Sections shall be made in the priority listed:

(a) Section 6.8.

(b) Section 6.1.

(c) Section 6.2.

 

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(d) Section 6.3.

(e) Section 6.4.

(f) Section 6.5.

(g) Section 6.7.

(h) Section 6.6.

(i) Section 10.5.

These provisions shall be applied as if all Distributions and allocations were made at the end of the Company’s Fiscal Year. Where any provision depends on the Capital Account of any Member, that Capital Account shall be determined after the operation of all preceding provisions for the Fiscal Year.

6.12 Allocation of Liabilities. Each Member’s interest in “partnership” profits for purposes of determining that Member’s share of “excess nonrecourse liabilities” of the Company as used in Section 1.752-3(a)(3) of the Treasury Regulations, shall be equal to that Member’s Percentage Interest.

6.13 Form of Distribution. No Member, regardless of the nature of its Capital Contribution, has the right to demand and receive any Distribution from the Company in any form other than money. No Member may be compelled to accept from the Company a Distribution of any asset in kind in lieu of a proportionate Distribution of money being made to other Member(s), and except upon a dissolution and the winding up of the Company, no Member may be compelled to accept a Distribution of any asset in kind.

ARTICLE VII

TRANSFER OF INTERESTS

7.1 Transfer of Interests. No Member shall be entitled to Transfer all or any part of its Membership Interest except with the prior written consent of all other Members, which consent may be given or withheld, conditioned or delayed as the other Members may determine in their sole and absolute discretions. Any attempted Transfer without such prior written consent shall be null and void ab initio, and the transferee shall not become a Member.

ARTICLE VIII

CONSEQUENCES OF MEMBERSHIP TERMINATION EVENTS

8.1 Dissolution of Company. The occurrence of a Membership Termination Event as to any Member other than the last and only remaining Member shall not dissolve the Company. Upon the occurrence of a Membership Termination Event as to the last and only remaining Member, the Company shall dissolve unless Manager and the personal representative or other successor-in-interest of the last and only remaining Member consent in writing within ninety

 

13

(90) days of that Membership Termination Event to the continuation of the Company and to the admission of such personal representative or other successor-in-interest, or its designee or nominee, as a Member.

8.2 Admission or Conversion. Upon the occurrence of a Membership Termination Event with respect to a Member under circumstances where the Company does not dissolve, the Manager shall determine which one of the following shall occur and give written notice thereof to the remaining Members and to the Member who suffered the Membership Termination Event (the “Former Member”):

(a) the Former Member’s successor-in-interest shall be admitted as a Member of the Company in the place and stead of the Former Member to the extent of the Former Member’s Membership Interest (the “Former Member’s Interest”); or

(b) the Former Member’s Interest shall be converted to a bare Economic Interest, and the Former Member’s representative or other successor-in-interest shall become the owner of that Economic Interest.

ARTICLE IX

ACCOUNTING, RECORDS, REPORTING BY MEMBERS

9.1 Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, using the method of accounting determined by the Manager. The books and records of the Company shall reflect all the Company transactions and shall be appropriate and adequate for the Company’s business. Each Member and its duly authorized representative shall have complete access to all such books and records at any time.

9.2 Bank Accounts; Invested Funds. All funds of the Company shall be deposited in such account or accounts of the Company as may be determined by the Manager and shall not be commingled with the funds of any other Person. All withdrawals therefrom shall be made upon checks signed by such persons and in such manner as the Manager may determine. Temporary surplus funds of the Company may be invested in commercial paper, time deposits, short-term government obligations or other investments determined by the Manager.

9.3 Tax Matters for the Company Handled by Manager and Tax Matters Partner. The Manager shall from time to time cause the Company to make such tax elections as they deem to be in the best interests of the Company and the Members. The Tax Matters Partner shall represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend Company funds for professional services and costs associated therewith. If for any reason the Tax Matters Partner can no longer serve in that capacity, the Manager may designate another Member to be Tax Matters Partner.

9.4 Accounting Matters. All decisions as to accounting matters shall be made by the Manager.

 

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ARTICLE X

DISSOLUTION AND WINDING UP

10.1 Dissolution. The Company shall be dissolved, its assets disposed of and its affairs wound up upon (and only upon) the first to occur of the following:

(a) the unanimous vote of all of the Members;

(b) the occurrence of a Membership Termination Event as to the last and only remaining Member if the Manager and that Member’s successor-in-interest fail to consent to the continuation of the Company in accordance with Section 8.1 within ninety (90) days after the occurrence of that event;

(c) the sale of all or substantially all of the assets of the Company;

(c) the Company’s Bankruptcy; or

(d) the occurrence of an event which makes it unlawful for the business of the Company to be continued.

10.2 Date of Dissolution. Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the assets of the Company have been liquidated and distributed as provided herein. Notwithstanding the dissolution of the Company, prior to the termination of the Company the business of the Company and the rights and obligations of the Members, as such, shall continue to be governed by this Agreement.

10.3 Winding Up. Upon the occurrence of any event specified in Section 10.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors. The Manager shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities and assets of the Company, shall cause its assets either to be sold or distributed, as they may determine, and shall cause the proceeds therefrom, to the extent sufficient, to be applied and distributed as provided in Section 10.5. The Manager shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the Company.

10.4 Distributions in Kind. Any non-cash asset distributed to one or more Members shall first be valued at its fair market value to determine the Net Profit or Net Loss that would have resulted if that asset had been sold for that value, the Net Profit or Net Loss shall then be allocated pursuant to ARTICLE VI, and the Members’ Capital Accounts shall be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset shall be the fair market value of the interest (net of any liability secured by the asset that the Member assumes or takes subject to). The fair market value of that asset shall be determined by the Manager.

10.5 Order of Payment of Proceeds Upon Dissolution.

 

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(a) Liquidating Distributions. After determining that all known debts and liabilities of the Company, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets shall promptly be distributed to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s taxable year during which the liquidation occurs.

(b) No Liability. No Member shall have any liability to the Company, any Member or any creditor of the Company on account of any deficit balance in its Capital Account.

10.6 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall be entitled to look only to the assets of the Company for the return of that Member’s positive Capital Account balance and shall have no recourse for its Capital Contributions and/or share of Net Profits (upon dissolution or otherwise) against the Manager or any other Member.

10.7 Certificate of Cancellation. Upon completion of the winding up of the Company’s affairs, the Manager shall cause a Certificate of Cancellation to be filed with the Delaware Secretary of State.

10.8 Compensation for Services. The Persons winding up the affairs of the Company shall be entitled to reasonable compensation from the Company for their services.

ARTICLE XI

INDEMNIFICATION

11.1 Indemnification. The Company shall indemnify and hold harmless each of the Members and Manager, and each of their respective officers, directors, shareholders, partners, members, trustees, beneficiaries, employees, agents, heirs, assigns, successors-in-interest and Affiliates, (collectively, “Indemnified Persons”) from and against any and all losses, damages, liabilities and expenses, (including costs and reasonable attorneys’ fees), judgments, fines, settlements and other amounts (collectively “Liabilities”) reasonably incurred by any such Indemnified Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative and whether threatened, pending or completed (collectively a “Proceeding”), in which any such Indemnified Person may be involved or with which any such Indemnified Person may be threatened, with respect to or arising out of any act performed by the Indemnified Person or any omission or failure to act if (a) the performance of the act or the omission or failure was done in good faith and within the scope of the authority conferred upon the Indemnified Person by this Agreement or by the Act, except for acts of willful misconduct, gross negligence or reckless disregard of duty, or acts which constitute a material breach of this Agreement or from which such Indemnified Person derived an improper personal benefit or (b) a court of competent jurisdiction determines upon application that, in view of all of the circumstances, the Indemnified Person is fairly and reasonably entitled to indemnification from the Company for such Liabilities as such court may deem proper. The Company’s indemnification obligations hereunder shall apply not only with respect to any Proceeding brought by the Company or a Member but also with respect to any

 

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Proceeding brought by a third party. As a condition to the indemnification and other rights granted to an Indemnified Person pursuant to this Article, however, that Indemnified Person may not settle any action, suit or proceeding without the written consent of the Manager.

11.2 Contract Right; Expenses. The right to indemnification conferred in this ARTICLE XI shall be a contract right and shall include the right to require the Company to advance the expenses incurred by the Indemnified Person in defending any such Proceeding in advance of its final disposition; provided, however, that, if the Act so requires, the payment of such expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the Company of an undertaking, by or on behalf of the indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this ARTICLE XI or otherwise.

11.3 Indemnification of Officers and Employees. The Company may, to the extent authorized from time to time by the Manager, grant rights to indemnification and to advancement of expenses to any officer, employee or agent of the Company to the fullest extent of the provisions of this ARTICLE XI with respect to the indemnification and advancement of expenses of Members and Manager of the Company.

11.4 Insurance. The Company may purchase and maintain insurance on behalf of any Person who is or was an agent of the Company against any liability asserted against that Person and incurred by that Person in any such capacity or arising out of that Person’s status as an agent, whether or not the Company would have the power to indemnify that Person against liability under the provisions of Section 11.1 or under applicable law.

ARTICLE XII

MISCELLANEOUS

12.1 Amendments. No amendment to this Agreement may be made without compliance with Section 5.3(i). All amendments to this Agreement must be in writing.

12.2 Offset Privilege. Any monetary obligation owing from the Company to any Member or Manager may be offset by the Company against any monetary obligation then owing from that Member or Manager to the Company.

12.3 Arbitration.

(a) General. In the event of any dispute, claim or controversy among the parties arising out of or relating to this Agreement or the Certificate of Formation, whether in contract, tort, equity or otherwise, and whether relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement or the Certificate of Formation, such dispute, claim or controversy shall be resolved by and through an arbitration proceeding to be conducted under the auspices and the commercial arbitration rules of the American Arbitration Association (or any like organization successor thereto) at Los Angeles, Delaware . The arbitrability of the dispute, claim or controversy shall likewise be determined in the arbitration. The arbitration proceeding shall be conducted in as expedited a manner as is then permitted by the commercial arbitration rules (formal or informal) of the American Arbitration Association.

 

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Both the foregoing agreement of the parties to arbitrate any and all such disputes, claims and controversies, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction.

(b) Governing Law. The arbitrator(s) shall follow any applicable federal law and Delaware state law (with respect to all matters of substantive law) in rendering an award.

(c) Costs of Arbitration. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, each party’s attorneys’ fees and costs), shall be borne by the unsuccessful party or, at the discretion of the arbitrator(s), may be prorated between the parties in such proportion as the arbitrator(s) determines to be equitable and shall be awarded as part of the arbitrator’s award.

12.4 Remedies Cumulative. Except as otherwise provided herein, the remedies under this Agreement are cumulative and shall not exclude any other remedies to which any Person may be lawfully entitled.

12.5 Notices. Any notice to be given to the Company or any Member in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice by courier or other means of personal service, when received if sent by facsimile, or three (3) days after deposit of the notice by first class mail, postage prepaid, or certified mail, return receipt requested. Any such notice must be given to the Company at its principal place of business, and to any Member at the address specified in Exhibit A. Any party may, at any time by giving five (5) days’ prior written notice to the other parties, designate any other address as the new address to which notice must be given.

12.6 Attorney’s Fees. In the event that any dispute between the Company and/or the Members should result in litigation or arbitration, the prevailing party in that dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses, subject, however to the provisions of Section 12.3(c).

12.7 Jurisdiction. Each Member consents to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles, Delaware in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement, provided such claim is not required to be arbitrated pursuant to Section 12.3. Each Member further agrees that personal jurisdiction over it may be effected by service of process by registered or certified mail addressed as provided in Section 12.5 and that when so made shall be as if served upon it personally.

12.8 Complete Agreement. This Agreement and the Certificate of Formation constitute the complete and exclusive statement of agreement among the Members with respect to their respective subject matters and supersede all prior written and oral agreements or statements by and among the Members. No representation, statement, condition or warranty not

 

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contained in this Agreement or the Certificate of Formation shall be binding on the Members or have any force or effect whatsoever. To the extent that any provision of the Certificate of Formation conflicts with any provision of this Agreement, the Certificate of Formation shall control.

12.9 Binding Effect. Subject to the provisions of this Agreement relating to Transferability, this Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.

12.10 Section Headings. All Section headings are inserted only for convenience of reference and are not to be considered in the interpretation or construction of any provision of this Agreement.

12.11 Interpretation. In the event any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Member or that Member’s counsel.

12.12 Severability. If any provision of this Agreement or the application of that provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of that provision to persons or circumstances other than those to which it is held invalid shall not be affected.

12.13 Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, all of the Members and Manager of KW - Richmond, LLC, a Delaware limited liability company, have executed this Agreement, effective as of the date first written above.

 

MEMBER AND MANAGER:

K-W PROPERTIES,

a Delaware corporation,

its manager

By:  

/s/ Freeman Lyle

Name:  

Freeman Lyle

Title:  

President

MEMBER:

KW EXECUTIVES – RICHMOND, LLC

a Delaware limited liability company

By:  

/s/ Freeman Lyle

Name:  

Freeman Lyle

Title:  

Manager

 

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EXHIBIT A

CAPITAL CONTRIBUTIONS, ADDRESSES AND PERCENTAGE INTERESTS

OF MEMBERS

 

Member’s Name

   

Member’s Address

   

Member’s

Capital
Contribution

      Member’s
Percentage
Interest		  

KW – Properties a California corporation

   

9601 Wilshire

Boulevard, Suite 220,

Beverly Hills,

Delaware , 90210

    $             .00         75.31 % 

KW Executives – Richmond, LLC

   

9601 Wilshire

Boulevard, Suite 220,

Beverly Hills,

Delaware , 90210

    $             .00         24.69 % 
   TOTAL:    $ 25,076,000.00         100 % 
 EX-3.31 30 d235317dex331.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.31

Execution Version

68-540 FARRINGTON, LLC

a

Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THESE MEMBERSHIP INTERESTS HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, NOR PURSUANT TO THE PROVISIONS

OF ANY STATE SECURITIES ACT

CERTAIN RESTRICTIONS ON TRANSFERS OF INTEREST

ARE SET FORTH HEREIN

TABLE OF CONTENTS

 

             Page  
ARTICLE I DEFINITIONS      1   
ARTICLE II ORGANIZATION      12   
  Section 2.1.   Formation of the Company      12   
  Section 2.2.   Certificate of Formation      13   
  Section 2.3.   Name      13   
  Section 2.4.   Place; Registered Office and Agent      13   
  Section 2.5.   Term      13   
ARTICLE III PURPOSES, BUSINESS AND POWERS      13   
  Section 3.1.   Purposes and Business      13   
  Section 3.2.   Powers of the Company      14   
  Section 3.3.   Purchase Agreement      14   
  Section 3.4.   Loan Authorization      14   
  Section 3.5.   Authorization of Transactions by North Shore Water Company LLC and Mokuleia Debt Owner      14   
 

Section 3.6.

   Kennedy-Wilson Guaranty      15   
ARTICLE IV CAPITAL, LOANS, ALLOCATIONS AND DISTRIBUTIONS      15   
  Section 4.1.   Initial Capital Contributions      15   
    (a) Initial Capital Contribution of the Manager      15   
    (b) Initial Capital Contribution of the Non-Managing Members      15   
  Section 4.2.   Use of Initial Capital Contributions      16   
  Section 4.3.   Additional Capital      16   
    (a) Additional Capital Contributions      16   
    (b) Consequences of Failure to Provide Additional Capital Contributions      16   
    (c) No Third Party Beneficiaries      17   
  Section 4.4.   Capital Accounts      17   
  Section 4.5.   Allocations      18   
  Section 4.6.   Distributable Cash Flow      21   
  Section 4.7.   Intentionally Omitted      22   
  Section 4.8.   Project Budget      22   
  Section 4.9.   Business Plan      23   
  Section 4.10.   Distributions in Kind      23   

 

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  Section 4.11   Timing of Distributions      23   
  Section 4.12   Capital Matters      23   
ARTICLE V RIGHTS, POWERS, DUTIES AND OBLIGATIONS      24   
  Section 5.1.   Management      24   
  Section 5.2.   Powers of the Manager      25   
  Section 5.3.   Approval of the Members      25   
    (a) Approval of a Supermajority of the Members      25   
    (b) Approval of a Majority in Interest of the Members and NAREP      26   
  Section 5.4.   Company Liabilities      27   
  Section 5.5.   Liability of Non-Managing Members      28   
  Section 5.6.   Indemnification      28   
  Section 5.7.   Rights of Competition      28   
  Section 5.8.   Transactions with Affiliates      29   
  Section 5.9.   Devotion of Time      29   
  Section 5.10.   Prohibited Activities      29   
  Section 5.11.   Asset Management Agreement      29   
ARTICLE VI BOOKS AND RECORDS, REPORTS, AND INCOME TAX ELECTIONS      30   
  Section 6.1.   Books and Records      30   
  Section 6.2.   Tax Reporting Information      30   
  Section 6.3.   Reports      31   
  Section 6.4.   Asset Management Reporting      31   
  Section 6.5.   Intentionally Omitted      31   
  Section 6.6.   Tax Matters Partner      31   
ARTICLE VII BANKING      32   
ARTICLE VIII REPRESENTATIONS OF MEMBERS      33   
ARTICLE IX CHANGES IN MEMBERS      35   
  Section 9.1.   Transfer of Membership Interests Held by the Manager      35   
  Section 9.2.   Transfer of Membership Interests Held by Non-Managing Members      35   
  Section 9.3.   Incapacity of Non-Managing Member      35   
  Section 9.4.   Assignees      36   
  Section 9.5.   Substituted Non-Managing Member      36   
  Section 9.6.   General Conditions      37   
  Section 9.7.   Appointment of Substituted Manager      37   

 

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ARTICLE X LIQUIDATION AND DISSOLUTION OF COMPANY      37   
  Section 10.1.   Dissolution      37   
  Section 10.2.   Method of Liquidation      38   
  Section 10.3.   Date of Termination      39   
  Section 10.4.   Waiver of Partition      39   
ARTICLE XI BUY -SELL      39   
  Section 11.1.   Voluntary Buy-Sell      39   
    (a) Buy-Sell Availability      39   
    (b) Buy-Sell Notice and Escrow      39   
    (c) Notice of Election      40   
    (d) Closing      40   
    (e) Default      40   
    (1) No Continuing Liability      41   
    (g) Escrow      41   
    (h) Purchase Price      42   
  Section 11.2.   Buy-Sell Event      42   
ARTICLE XII APPOINTMENTS AND CONSENTS      42   
  Section 12.1.   Appointment      42   
  Section 12.2.   Exercise of Power of Attorney      43   
  Section 12.3.   Consents      43   
  Section 12.4.   Method of Giving Consent      43   
  Section 12.5.   Meetings of Members      44   
ARTICLE XIII REMOVAL OF THE MANAGER      44   
  Section 13.1.   Right to Remove      44   
  Section 13.2.   No Right to Withdraw, Assign or Delegate      45   
  Section 13.3.   Consequences of Removal or Withdrawal of Managers      45   
ARTICLE XIV MISCELLANEOUS      45   
  Section 14.1.   Notice      45   
  Section 14.2.   Construction      45   
  Section 14.3.   Effect of Agreement      45   
  Section 14.4.   Amendment      46   
  Section 14.5.   Counterparts      46   
  Section 14.6.   Severability      46   
  Section 14.7.   Captions      46   
  Section 14.8.   Numbers and Gender      46   

 

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  Section 14.9.   Confidentiality      46   
    (a) Generally      46   
    (b) Legal Proceedings      46   
    (c) Miscellaneous      47   
    (d) No Effect on Competition      47   
  Section 14.10.   Exhibits      47   
  Section 14.11.   Entire Agreement      47   
  Section 14.12.   Negation of Third Party Beneficiaries      47   
  Section 14.13.   Deadlines      47   
  Section 14.14.   Litigation      47   
  Section 14.15.   Waiver of Partition; Nature of Interest      47   
  Section 14.16.   Benefits of Agreement; No Third-Party Rights      48   
  Section 14.17.   Effectiveness      48   
Exhibit A - Members’ Names, Addresses, Initial Capital Contributions and Interests      53   
Exhibit B - Sample IRR Calculation      54   
Exhibit C Predevelopment Budget      56   
Exhibit D - Mortgage Loan SPE Covenants      75   

 

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68-540 FARRINGTON, LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into effective as of this 19th day of May, 2006 among the parties signing below as Members.

For and in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Unless the context otherwise requires, as used in this Agreement the following terms shall have the meanings specified in this Article I.

Act means the Delaware Limited Liability Company Act, Del. Code Ann., Title 6, §18-101 et seq., as the same may from time to time have been or may be amended.

Additional Capital Contributions has the meaning assigned to it in Section 4.3(a).

Adjusted Capital Account means, with respect to a Member, that Member’s Capital Account as of the end of the relevant taxable year, increased by the amount of the minimum gain that such Member is treated as being obligated to restore pursuant to the next to last sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5). This definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Sections 1.704- 1(b)(2)(ii)(d) and 1.704-2 and will be interpreted consistently with those provisions.

Adjusted Capital Account Balance means, with respect to any Member, the balance, if any, in that Member’s Capital Account as of the end of the relevant taxable year, increased by the amount of the minimum gain that such Member is treated as being obligated to restore pursuant to the next to last sentences of Treasury Regulation Sections 1.704-2(g)(1) and (i)(5).

Affiliate or Affiliated Person means with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Agents has the meaning assigned to it in Section 14.9(a).

 

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Agreement means this Limited Liability Company Agreement, as the same may be amended, modified or extended from time to time.

Asset Management Agreement means that certain Asset Management Agreement dated as of even date herewith, between the Company and Kennedy-Wilson International, as amended or supplemented, from time to time.

Asset Management Agreement Event of Default means an Event of Default as defined in the Asset Management Agreement.

Asset Management Fee means the amount paid to the Asset Manager under the Asset Management Agreement.

Asset Manager means Kennedy-Wilson International, a California corporation, and its successors and assigns, to the extent permitted under the Asset Management Agreement.

Assets means all of the assets of the Company or the Property Owner.

Bankruptcy means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

Business Day means any day other than (i) a Saturday or Sunday, or (ii) a day on which Wells Fargo Bank offices in Minneapolis, Minnesota or Citibank, N. A. offices in New York, New York are authorized or obligated by law or regulation to be closed.

Buy-Sell has the meaning assigned to it in Section 11.1(a).

Buy-Sell Event has the meaning assigned to it in Section 11.2.

Buy-Sell Notice has the meaning assigned to it in Section 11.1(b).

Capital Account has the meaning assigned to it in Section 4.4(a) of this Agreement.

 

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Capital Contribution means the Initial Capital Contributions and the Additional Capital Contributions made by the Members. Any reference in this Agreement to the Capital Contribution of a Member will include a Capital Contribution made by any prior Member with respect to the Interest of the Member.

Capital Items means the Company’s share of the net proceeds (after accounting for expenses incurred by the Company in connection therewith and Contingency Reserves deducted therefrom) of (i) any sale, exchange or other disposition of any interest in the Company or of all or any material part of the property of the Company or the property of any entity in which the Company holds an ownership or equity interest or of which the Company is a beneficiary; (ii) any damage recoveries, insurance payments or condemnation proceeds payable to the Company or any such entity and not used to repair or restore any of the property of the Company or any such entity; (iii) any financing or refinancing of debt of the Company or any such entity not applied to the reduction of Company liabilities or the liabilities of any such entity and (iv) any other event in the nature of a capital transaction.

Cash Call has the meaning assigned to it in Section 4.3(a) of this Agreement.

Close of Escrow means May 19, 2006.

Code means the Internal Revenue Code of 1986, as the same may from time to time have been or may be amended, or any successor Internal Revenue Code.

Company means 68-540 Farrington, LLC, a Delaware limited liability company, governed by this Agreement.

Company Account has the meaning assigned to it in Article VII.

Contingency Reserve means the (i) reserve held as part of the Company Account in an amount set forth in the Project Budget in order to cover Operating Expenses approved in the Project Budget or otherwise approved by a Majority in Interest of Members; and (ii) such other reserve accounts as may be required by the Loan Documents.

Defaulting Member has the meaning assigned to it in Section 4.3(b) of this Agreement.

Default Rate means interest at the rate of 14% plus the rate publicly announced by the Bank of America as its “Prime Rate” or “Reference Rate” or any other similar successor rate or the highest rate permitted by law.

Deficit Contribution Amount has the meaning assigned to it in Section 4.3(b) of this Agreement.

Deficit Option Period has the meaning assigned it in Section 4.3(b).

 

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Deficit Return means with respect to each Cash Call as to which there is a Non-Contributing Member, an amount equal to the amount of all Unpaid Deficit Contributions multiplied by the sum of fourteen percent (14%) plus the rate publicly announced by Bank of America as its “Prime Rate” or “Reference Rate” or any similar successor rate, or the highest rate permitted by law, whichever is less.

Depreciation means, for each taxable year or other period with respect to an asset, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to such asset for the year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of the year or other period, Depreciation will be an amount which bears the same ratio to the beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for the year or other period bears to the beginning adjusted tax basis, provided that if the federal income tax depreciation, amortization, or other cost recovery deduction for the year or other period is zero, Depreciation will be determined with reference to the beginning Gross Asset Value using any reasonable method selected by the Manager upon the advice of tax counsel to the Company.

Development Agreement means that certain Development Management Agreement dated as of even date herewith, between the Company and Developer as amended or supplemented, from time to time.

Developer Fee means the amount paid to the Developer under the Development Agreement.

Developer means Avalon SMS, LLC, and its successors and assigns, to the extent permitted under the Development Agreement.

Dillingham Ranch Property means approximately 2,700 acres of real property located in Oahu, Hawaii, commonly known as Dillingham Ranch.

Distributable Cash Flow means with respect to any calendar month or other period, the gross revenues received by the Company during such period from any source whatsoever (plus reserves released during such period to the extent previously deducted when computing Distributable Cash Flow in a prior period), including, without limitation, any Capital Items (but excluding Capital Contributions), less the following items paid during such period (to the extent not paid with a Capital Contribution): (i) Operating Expenses; (ii) management fees paid to and expenses reimbursable to the Asset Manager pursuant to the Asset Management Agreement during such period; (iii) interest and principal payments on account of any indebtedness of the Company (including without limitation payments due under the Mezzanine Loan or any Optional Deficit Loan), together with fees and other payments due thereunder; and (iv) any other expenditures approved in the Project Budget (including payments to reserve accounts) or as otherwise approved by a Supermajority of the Members. Distributable Cash Flow shall be determined separately for each calendar month or other period and shall not be cumulative. To the extent that the Manager shall at any time determine that all or any part of amounts then being

 

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maintained as reserves need no longer be so maintained, such amounts shall thereupon become Distributable Cash Flow.

Due Diligence Expenses shall include third party out-of-pocket costs and expenses, which are incurred by the Company or by the Manager on behalf of the Company directly and exclusively in connection with the formation and organization of the Company and the purchase of the Real Property by the Company, including without limitation the purchase of the Polo Field Property and related debt and the acquisition by North Shore Water Company LLC of the sole membership interest of Mokuleia Water LLC which acquisition is expected to take place after the Close of Escrow, provided such costs and expenses are part of any approved Project Budget or otherwise approved by the Members.

Eligible Account means a segregated account held by a depository institution approved by the Company that is either: (i) an account maintained with a federal or state chartered depository institution or trust company, the long-term unsecured debt obligations of which (or, in the case of a depository institution or a trust company that is the principal subsidiary of a holding company, the long-term unsecured debt obligations of such holding company) have been rated by two of the Rating Agencies in one of their two highest rating categories or the short-term commercial paper of which is rated by two of the Rating Agencies in their highest rating category or (ii) an account or accounts maintained with a federal or state chartered depository institution or trust company with trust powers acting in its fiduciary capacity provided that any such state chartered institution or trust company shall be subject to regulations regarding fiduciary funds on deposit substantially similar to federal regulation 12 CFR §910(b).

ERISA means the federal Employee Retirement Income Security Act of 1974, as amended and in force from time to time.

Escrow has the meaning assigned to it in Section 11.1(g) of this Agreement.

Escrow Account has the meaning assigned to it in Section 4.3(a) of this Agreement.

Fair Market Value means the price that would be paid by a willing buyer for an asset being sold by a willing seller in an open market, arm’s length transfer with respect to which time is not of the essence.

Fiscal Year means June 1 through May 31.

For Cause means any of the following: (i) failure by the Manager to follow written directions received from a Super Majority or Majority in Interest of the Members which are permitted to be given by such majority under this Agreement and the failure to cure such failure within five (5) Business Days following written notice to Manager; (ii) fraud or willful misconduct by the Managers; (iii) gross negligence by Manager in the performance of its duties hereunder; (iv) termination of the Asset Management Agreement following an Asset Management Agreement Event of Default; (v) Incapacity of the Manager; (vi) breach of this Agreement by Manager (other than breach specifically identified elsewhere in this paragraph) and the failure to cure such breach within five (5) Business Days following written notice to

 

5

Manager; (vii) breach by Manager of its fiduciary duties to the Non-Managing Members or the Company; or (viii) if Property Manager or Leasing Agent is an Affiliate of Manager, fraud or willful misconduct by such Affiliate in the execution of its duties under the Property Management Agreement or the Leasing Agreement, as the case may be, unless (x) the fraud or misconduct in the case of Property Manager is committed by an employee at or below the level of property manager, or in the case of the Leasing Agent, is committed by an employee that is not an officer or director of Leasing Agent, (y) the losses to the Company as a result of the fraud or misconduct are less than $10,000, and (z) Manager or its Affiliate fails to reimburse the Company for the full amount of its losses within three (3) Business Days following demand by the Company.

Gross Asset Value means, with respect to any asset, the adjusted basis of the asset for federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed (or deemed contributed under Code Sections 704(b) and 752 and the Regulations promulgated thereunder) by a Member to the Company will be the Fair Market Value of the asset on the date of the contribution, as determined by a Majority in Interest of the Members; provided that if the contributing Member is the Manager or an Affiliate of the Manager„ the determination of the Fair Market Value of the asset shall require the consent of the Non-Managing Members by Majority Vote.

(b) The Gross Asset Values of all Company assets may be adjusted to equal the respective Fair Market Values of the assets, as determined by a Majority in Interest of the Members taking into account Code Section 7701(g), as of (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; provided, however, that the adjustments pursuant to clauses (i) and (ii) shall be made only if the Manager reasonably determines an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (iii) in connection with a grant of an interest in the Company (other than a de minimis amount) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity or by a new Member in anticipation of becoming a Member, and (iv) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g).

(c) The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the Fair Market Value of the asset on the date of distribution as determined by the distributee and the Manager, provided that, if the distributee is the Manager or an affiliate of the Manager, the determination of the Fair Market Value of the distributed asset shall require the consent of the Non-Managing Members by Majority Vote.

(d) The Gross Asset Values of Company assets will be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted under this paragraph to the extent that the Manager determines that an adjustment

 

6

under paragraph (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this paragraph (d).

After the Gross Asset Value of any asset has been determined or adjusted under paragraphs (a), (b) or (d) above, Gross Asset Value will be adjusted by the Depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.

Incapacity means the bankruptcy, dissolution, liquidation, adjudication of incompetency or death of any Person.

Indemnified Persons has the meaning assigned to it in Section 5.6.

Independent Member means a Person appointed by the Manager from time to time to serve as a member of the Company solely for the purposes set forth in Exhibit D of this Agreement, without any Economic Interest in Company or its operations whatsoever, and without any of the rights or obligations of the other Members except those expressly provide in Exhibit D, which Person shall not have been at the time of such Person’s appointment or at any time while serving as a Member of the Company and may not have been at any time during the five-year preceding such Person’s appointment: (i) a stockholder, director (other than as an independent director), manager (other than an independent manager), officer, employee, partner, member (other than an independent member), attorney or counsel of the Company, any Member or any Affiliate of either of them, (ii) a customer, creditor, supplier or other Person who derives any of its purchases or revenues from its activities with the Company, any Member or any Affiliate of either of them, (iii) a Person controlling or under common control with any such stockholder, partner, member, customer, creditor, supplier or other Person, and (iv) a member of the immediate family of any such stockholder, director, officer, manager, employee, partner, member, customer, creditor, supplier or other Person. When used in this paragraph “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. An Independent Member is a member of the Company that has no interest in the profits, losses and capital of the Company. Pursuant to Section 18-301 of the Act, an Independent Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. An Independent Member may not bind the Company. Except as required by any mandatory provision of the Act or as permitted in this Agreement, an Independent Member shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. Michelle A. Dreyer, an individual residing in the State of Pennsylvania, is and shall be an Independent Member.

Initial Capital Contributions shall mean the initial capital contributions made by the Members.

Interest means a Member’s percentage interest in the Company as indicated in Exhibit A.

Internal Rate of Return means a pre-tax annual percentage internal rate of return

 

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at the monthly internal rate of return factor compounded on a monthly basis yield a zero net present value for the investment. The monthly internal rate of return factor shall be calculated using the @IRR function calculation of either Microsoft Excel or Lotus 1-2-3 (as such function exists in versions of software available as of the date of this Agreement). For the purposes of calculating an annual percentage internal rate of return, the monthly internal rate of return factor shall be multiplied by twelve. Monthly interval cash flows shall include all Capital Contributions of the Members to the Company and all distributions by the Company to any of its Members on account of its Interest (but not including (i) the repayment of loans made by the Members to the Company, including without limitation the Optional Deficit Loans, or any other return thereon and (ii) payments to the Manager under Sections 4.6(a)(ii)(B)(2), (C)(2), (D)(2) and (E)(2); provided, however, that for purposes of the foregoing calculation of Internal Rate of Return and the next sentence, if there shall have been a transfer of a beneficial interest in the Company, any successor member (the “Successor”) shall be deemed to have made the same contributions to, and received the same distributions from, the Company as the immediate predecessor of the Successor shall have made or received or, pursuant to this clause, been deemed to have made or received. For the purposes of computing such Internal Rate of Return, any Capital Contributions made by any Member and any distribution of funds received by any Member at any time during a month shall be deemed to be made or received on the first day of each month. An example of the Internal Rate of Return calculation is set forth on Exhibit B.

Investment Company Act means the Investment Company Act of 1940, as amended.

Kennedy-Wilson means Kennedy-Wilson, Inc.

Kennedy-Wilson Guaranty means that certain Guaranty dated as of the date hereof made by Kennedy-Wilson for the benefit of the Company.

Kennedy-Wilson Member means KW Dillingham Aina LLC, a Delaware limited liability company.

Leasing Agent has the meaning assigned to it in the Asset Management Agreement.

Leasing Agreement has the meaning assigned to it in the Asset Management Agreement.

Liquidator has the meaning assigned to it in Section 10.2.

Loan Documents means collectively, the Mezzanine Loan Documents and the Mortgage Loan Documents.

Losses has the meaning assigned to it within the definition of in “Profits and Losses.”

Majority in Interest means that Member or Members that individually or collectively own more than fifty percent (50%) of the Interests.

Majority Vote of the Members or any class of Members, means the vote or consent of such Members owning and holding a Majority in Interest.

 

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Manager means the person or entity described on Exhibit A as Manager of the Company, and any successor acting in such capacity.

Members (singular “Member”) means collectively the Persons listed on Exhibit A, and singularly, and Person listed on Exhibit A, as the same may be modified or amended from time to time.

Membership Interest means the entire limited liability company interest of a Member in the Company at any particular time, including the rights and obligations of such Member under this Agreement and the Act.

Mezzanine Loan means that certain mezzanine loan in the original principal amount of Eleven Million and No/100 Dollars ($11,000,000.00) from Mezzanine Lender to the Company evidenced by the Mezzanine Loan Documents.

Mezzanine Loan Documents mean any notes, loan documents or agreements evidencing debt of the Company secured by Owner’s ownership interests in the Property Owner.

Mezzanine Lender means Panako LLC, a Delaware limited liability company.

Mokuleia Debt means that certain loan assumed by the Company with an outstanding principal amount as of May 15, 2006 of $17,099,906.00 secured by that certain unimproved real property of approximately 18 acres located in Oahu, Hawaii which adjoins Dillingham Ranch Property.

Mokuleia Debt Owner means Mokuleia Shores Holder LLC, Hawaii limited liability company.

Mokuleia Owner means Mokuleia Farrington Shores, LLC, a Hawaii limited liability company.

Mortgage Lender means Wachovia Bank, National Association.

Mortgage Loan means that certain mortgage loan in the original principal amount of Thirty-Four Million and No/100 Dollars ($34,000,000.00) from Mortgage Lender to the Company evidenced by the Mortgage Loan Documents.

Mortgage Loan Completion Guaranty means that certain Completion Guaranty dated as of the date hereof made by Kennedy-Wilson for the benefit of the Mortgage Lender.

Mortgage Loan Agreement means that certain Loan Agreement dated as of the date hereof between the Company, Mokuleia Owner and the Mortgage Lender.

Mortgage Loan Documents mean any notes, loan documents or agreements evidencing debt of the Property Owner and Mokuleia Owner secured by the Real Property.

 

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Mortgage Loan Shortfall means any amounts payable by the Company, the Property Owner, Mokuleia Owner, or any guarantor of the Mortgage Loan, to the Mortgage Lender pursuant to or on demand by Mortgage Lender (a) to rebalance the Mortgage Loan pursuant to Section 5.3 of the Mortgage Loan Agreement or (b) under the Mortgage Loan Completion Guaranty.

NAREP means a direct or indirect subsidiary of North American Real Estate Partners II, L.P.

NAREP Fund Documents means the subscription agreements, operating agreement, and other documents related to the formation of North American Real Estate Partners II, L.P., and its parallel funds.

Non-Defaulting Member has the meaning assigned to it in Section 4.3(b) of this Agreement.

Non-Managing Member means each Person described on Exhibit A as a Non-Managing Member of the Company or any successor in such capacity.

Nonrecourse Liability has the meaning assigned to it in Treasury Regulations Sections 1.704-2(b)(3).

Notice of Election has the meaning assigned to it in Section 11.1(c)..

Operating Expenses means all third party out-of-pocket costs and expenses incurred by the Company or the Property Owner or by Manager on behalf of the Company or by any Asset Manager or other property manager on behalf of the Company or the Property Owner which are commercially reasonable and negotiated on an arms length basis and which are incurred in connection with the administration and operation of the Company or the Property Owner and the ownership of the Assets, including, without limitation, property management fees, accounting fees, legal fees and other expenses if and to the extent approved as part of the Project Budget or otherwise approved by the Members pursuant to this Agreement.

Optional Deficit Loan has the meaning assigned to it in Section 4.3(b) of this Agreement.

Person means any individual person, corporation, company, partnership, trust, or other entity.

Polo Field Property means that certain unimproved real property of approximately 18 acres located in Oahu, Hawaii which adjoins the Dillingham Ranch Property.

Profits and Losses mean, for each taxable year or other period, an amount equal to the Company’s taxable income or loss, as the case may be, for the year or other period, determined in accordance with Section 703(a) of the Code (including all items of income, gain, loss or

 

10

deduction required to be stated separately under Section 703(a)(1) of the Code), with the following adjustments:

(a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses will be added to taxable income or loss;

(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Section 705(a)(2)(B) expenditures under Treasury Regulations Section 1.704- 1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, will be subtracted from taxable income or loss;

(c) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes will be computed by reference to the Gross Asset Value of the property, notwithstanding that the adjusted tax basis of the property differs from its Gross Asset Value;

(d) In lieu of depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there will be taken into account Depreciation for the taxable year or other period;

(e) Any items which are specially allocated under Section 4.5(c) or 4.5(d) will not affect calculations of Profits or Losses; and

(f) If the Gross Asset Value of any Company asset is adjusted under paragraph (b) or (c) of the definition of Gross Asset Value, the adjustment will be taken into account as gain or loss from disposition of the asset for purposes of computing Profits or Losses.

Project Budget means a budget prepared by the Manager setting forth in reasonable detail the projected or estimated revenues and expenses in connection with conduct of the Company’s or the Property Owner’s business and affairs for the applicable Fiscal Year.

Property means any interest in any Real Property, related assets, or membership interests and related assets owned by the Company or the Property Owner.

Property Management Agreement means the property management agreement between Owner and the Property Manager governing the day-to-day operations of the Property.

Property Management Fee means the amount paid to the Property Manager pursuant to the Property Management Agreement.

Property Manager means the property manager under the Property Management Agreement.

 

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Property Owner means collectively, Dillingham Ranch Aina LLC, a Delaware limited liability company, and Mokuleia Farrington Shores LLC, a Hawaii limited liability company.

Purchase Agreement means collectively, that certain Agreement of Purchase and Sale dated December 15, 2005, and any and all approved amendments thereto, pursuant to which the Property Owner acquired or expects to acquire the Dillingham Ranch Property and that certain Limited Liability Company Interest Purchase and Sale Agreement entered into as s of October 28, 2005, and any and all amendments thereto, pursuant to which the Property Owner, as the sole member of Mokuleia Owner, acquired or expects to acquire the Polo Field Property.

Purchase Price has the meaning assigned to it in Section 11.1(b) of this Agreement.

Rating Agencies means Duff & Phelps Credit Rating Co., Standard & Poor’s Rating Group, Fitch Investors Services, Inc., Moody’s Investors Services, Inc. or such other nationally recognized statistical rating agency approved by a Majority in Interest of the Members.

Real Property means the Dillingham Ranch Property and the Polo Field Property.

REIT means a real estate investment trust as defined in Section 856 of the Code.

Supermajority means that portion of the Members which own more than ninety-five percent (95%) of the Interests owned by the Members.

Treasury Regulations means the regulations (including any temporary regulations) issued under the Code by the Department of the Treasury, as they may be amended from time to time, or any applicable successor regulations. Reference herein to any particular section of the Treasury Regulations shall be deemed to refer to the corresponding provision of any applicable successor regulations.

Unrecovered Capital for a Member means a sum equal, at the time of determination, to the aggregate Capital Contributions actually made by such Member under Article IV of this Agreement, less any prior distributions of capital as provided in Section 4.6 and actually made to such Member pursuant to the terms of Sections 4.6(a)(ii) or Section 4.10 or deemed made to such Member pursuant to the terms of Section 4.6(b) of this Agreement; provided, however, that such cash distributions to a Member shall reduce its Unrecovered Capital to no less than zero.

Valuation Amount has the meaning assigned to it in Section 11.1(b) of this Agreement.

ARTICLE II

ORGANIZATION

Section 2.1. Formation of the Company. The Company shall be formed as of the date of the filing of the Certificate of Formation for the Company with the Secretary of State of the State of Delaware as a limited liability company pursuant to the provisions of the Act. The filing of the

 

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Certificate of Formation of the Company by Lica Tomizuka, an authorized person within the meaning of the Act, is hereby ratified and approved. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Manager thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Manager shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. All Members will be admitted upon making their Initial Capital Contributions to the Company and the Members appoint the Manager as the manager of the Company. The rights and liabilities of the Members shall be as provided in the Act, except as otherwise set forth herein. In the event that any provision in this Agreement conflicts with the Act, such provision in this Agreement shall control and govern to the extent permitted by applicable law.

Section 2.2. Certificate of Formation. The Manager has caused an appropriate Certificate of Formation to be filed with the Secretary of State of the State of Delaware setting forth such matters as are required by the Act. The Manager shall forthwith execute all other certificates required by law and cause the same to be filed in accordance with applicable law.

Section 2.3. Name. The name of the Company is 68-540 Farrington, LLC.

Section 2.4. Place; Registered Office and Agent. The location of the principal place of business of the Company shall be the same as the principal place of business of the Manager. The Manager shall designate the registered office and agent of the Company. The Manager may change the principal or registered office or registered agent of the Company from time to time and establish, maintain or abandon one or more additional places of business for the Company.

Section 2.5. Term. The Company commenced on the date of filing of the Certificate of Formation with the Secretary of State of Delaware and shall continue perpetually until the Company is liquidated or dissolved pursuant to this Agreement or as otherwise provided in the Act.

ARTICLE III

PURPOSES, BUSINESS AND POWERS

Section 3.1. Purposes and Business. The purpose and business of the Company shall be:

(a) to acquire and own all of the ownership interest in the Property Owner;

(b) to direct the Property Owner in the subdivision, development, management, ownership and operation of the Real Property;

(c) to cause the Property Owner to sell, lease, exchange, transfer or otherwise dispose of all or any portion of the Real Property or the Company’s interest therein; and

 

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(d) to direct the Property Owner in the acquisition and ownership of the membership interest in North Shore Water Company LLC, a Hawaii limited liability company, Mokuleia Owner, and Mokuleia Debt Owner;

(e) to finance and refinance any of the foregoing activities.

(f) to engage in any and all other activities permitted by law as may be necessary, desirable, convenient or incidental to any of the foregoing, subject to the provisions of Section 5.3, to carry out the purposes and business of the Company as set forth above.

When conducted by the Company, all of the activities described above shall be deemed to be in the ordinary course of the Company’s business for purposes of the Act. The purposes and business of the Company may be conducted alone or through other entities in which the Company is a partner, joint venturer, shareholder, member or beneficiary in which the Company holds an ownership, equity or beneficial interest.

Section 3.2. Powers of the Company. The Company shall have all powers which are necessary or desirable to carry out the purposes and business of the Company, including any power incidental thereto or connected therewith.

Section 3.3. Purchase Agreement. The purchase of the Real Property and the execution and delivery of the Purchase Agreement by the Property Owner and Mokuleia Owner, as appropriate, and such other documents reviewed by the Members and executed in connection therewith, are hereby authorized, approved, ratified and confirmed in all respects for all purposes. The Company is further authorized and directed to execute and deliver any and all other documents and instruments and to do and perform all other things necessary or desirable for the consummation of the purchase upon the terms contemplated by the Purchase Agreement.

Section 3.4. Loan Authorization.

(a) The Company is hereby authorized to obtain the Mezzanine Loan from Mezzanine Lender. The Manager is hereby authorized and directed to execute any documents required to obtain the Mezzanine Loan.

(b) The Company hereby authorizes the Property Owner and Mokuleia Owner to obtain the Mortgage Loan from Mortgage Lender. The Manager is hereby authorized and directed to execute any documents required to obtain the Mortgage Loan. Notwithstanding anything in this Agreement to the contrary, so long as the Mortgage Loan is outstanding, the Company will comply with the single purpose entity requirements set forth in Exhibit D and to the extent the terms of Exhibit D conflict with any of the terms of this Agreement, the terms of Exhibit D shall control.

Section 3.5. Authorization of Transactions by North Shore Water Company LLC and Mokuleia Debt Owner. The acquisition of membership interests by North Shore Water Company, LLC and the acquisition of the Mokuleia Debt by Mokuleia Debt Owner are each hereby authorized, approved, ratified and confirmed in all respects for all purposes. The

 

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Manager is further authorized and directed to execute and deliver any and all other documents and instruments in such form and upon such terms as the Manager may approve, its execution and delivery thereof being conclusive evidence of such approval, and to do and perform all other things necessary or desirable for the consummation of the acquisitions authorized under this Section 3.5.

Section 3.6. Kennedy-Wilson Guaranty. In consideration of the Company’s or the Property Owner’s agreement to pay Kennedy-Wilson or its Affiliates the Asset Management Fee, the Property Management Fee and the Developer Fee (collectively, the “Fees”), Kennedy-Wilson shall execute the Kennedy-Wilson Guaranty pursuant to which Kennedy-Wilson agrees to pay 50% of Fees paid to date to Kennedy-Wilson up to One Million One Hundred Thousand Dollars ($1,100,000) of the following losses: (i) any Mortgage Loan Shortfall, and/or (ii) any amount expended by the Company or the Property Owner to complete the predevelopment work above those amounts set forth in the predevelopment budget attached hereto as Exhibit C excluding payments for debt service (the “Predevelopment Budget”). Subject to the limitations set forth in Section 3.6(b), Kennedy-Wilson shall pay any Mortgage Loan Shortfall to the Mortgage Lender as and when due under the Mortgage Loan Documents and shall pay any excess predevelopment expenses within thirty (30) days of demand therefore by the Company or the Property Owner. Any amounts paid under the Kennedy-Wilson Guaranty shall be treated as a refund of the Asset Management Fee, the Property Management Fee and the Developer Fee, shall not be treated as a loan or a Capital Contribution by Kennedy-Wilson, and Kennedy-Wilson shall have no rights of contribution against the Company or the Property Owner with respect to such amount. In addition to any other rights remedies that the Company or the Property Owner may have at law or equity, to the extent that the amount due under the Kennedy-Wilson Guaranty is not paid when due, such amount shall bear interest at the Default Rate and the Company shall be entitled to offset such amount together with interest at the Default Rate against future payments of the Fees. To the extent that Kennedy-Wilson is called upon to pay any amounts under the Kennedy-Wilson Guaranty and any funds escrowed with the Lender to pay expenses set forth in the Predevelopment Budget are thereafter released by Lender, whether upon Property Owner’s request or upon payoff of the Mortgage Loan, such funds shall first be used to reimburse Kennedy-Wilson for any amounts paid by it under the Kennedy-Wilson Guaranty and the balance, if any, shall then be distributed to the Members pursuant to Section 4.6.

ARTICLE IV

CAPITAL, LOANS, ALLOCATIONS AND DISTRIBUTIONS

Section 4.1. Initial Capital Contributions.

(a) Initial Capital Contribution of the Manager. Upon execution of this Agreement, the Manager shall contribute its Initial Capital Contribution opposite its name on Exhibit A in exchange for the Interest opposite its name on Exhibit A.

(b) Initial Capital Contribution of the Non-Managing Members. Upon execution of this Agreement, each Non-Managing Member shall contribute its Initial Capital Contribution opposite its name on Exhibit A in exchange for the Interest opposite its name on Exhibit A.

 

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Section 4.2. Use of Initial Capital Contributions. The Initial Capital Contributions shall be contributed to the Property Owner in order to fund all or a portion of the Purchase Price under the terms of the Purchase Agreement, the Due Diligence Expenses, costs incurred on behalf of the Company or the Property Owner for the negotiation of the Loan Documents, if any, funding of the Contingency Reserve in the Company Account, and costs identified in the Predevelopment Budget. Any such items not funded out of the Initial Capital Contributions may be funded out of Company cash flow or as Additional Capital Contributions in accordance with this Agreement. The Initial Capital Contributions shall be wire transferred by each Member to the Company Account as directed by the Manager.

Section 4.3. Additional Capital

(a) Additional Capital Contributions. To the extent that the Company requires funds in addition to the amounts provided in Sections 4.1 and 4.2 and the Members have determined in accordance with Section 5.3 hereof that additional capital contributions are necessary or desirable, the Manager shall give written notice (the “Cash Call”) to each Member setting forth in reasonable detail (i) the amount and purpose of such required funds, (ii) the date on which the funds are required (the “Additional Capital Contribution Date”) and (iii) the amount to be contributed by each Member, which amount shall be in proportion to each Member’s Interest on the date of the Cash Call. Within twenty (20) calendar days (the “Call Period”) after the date of the Cash Call, each Member shall contribute to the Company as an “Additional Capital Contribution” the funds requested in the Cash Call. Until the Company has received the total amount of the Additional Capital Contribution set forth in the Cash Call, all funds advanced to the Company by a Member in fulfillment of such Member’s Cash Call shall be deposited in a separate escrow account (the “Escrow Account”) in the name of and for the benefit of such Member advancing such funds, and such Escrow Account shall be segregated from the general funds (and not available to satisfy the obligations) of the Company. Any Escrow Account established pursuant to the immediately preceding sentence shall be established using the employer identification number of the Member in whose benefit such Escrow Account is being established and shall be treated as owned by such Member for all purposes, including U.S. federal income tax purposes. Any interest accrued in any Escrow Account for the benefit of a Member shall be (i) paid to that Member upon either the release of the Additional Capital Contributions to the Company or the return of the entire Escrow Account to the Non-Defaulting Member or Members as provided in Section 4.3(b), and (ii) reported by such Member on its U.S. federal income tax return and not on the U.S. income tax return of the Company. The exclusive remedies for a Member’s failure to make an Additional Capital Contribution to capital in accordance with a Cash Call shall be those set forth in this Section 4.3, and no Member shall have any personal or recourse liability for the failure to satisfy a Cash Call.

(b) Consequences of Failure to Provide Additional Capital Contributions. In the event that Additional Capital Contributions are required to be made and on or prior to the Additional Capital Contribution Date one or more Members has made its share of the Additional Capital Contribution (each a “Non-Defaulting Member”) and one or more Members has failed to make its share of the Additional Capital Contribution (each a “Defaulting Member”), the Manager shall determine and give written notice to each Non-Defaulting Member of the amount of Additional Capital Contributions remaining to be made (the “Deficit Contribution Amount”),

 

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whereupon any Non-Defaulting Member shall have the option during the following five (5) day period (the “Deficit Option Period”) to (i) request and receive from the Escrow Account an immediate return of the funds advanced as its Additional Capital Contribution (whereupon, for purposes of the remainder of this Section 4.3, the Member making such request shall become a Defaulting Member and the Deficit Contribution Amount shall be increased by the amount returned to such Defaulting Member) or (ii) elect to advance to the Company as a loan its pro rata share of the Deficit Contribution Amount and treat such Non-Defaulting Member’s share of the Additional Capital Contribution as a loan to the Company and not an Additional Capital Contribution (the “Optional Deficit Loan”). If there is more than one Non-Defaulting Member who elects to make an Optional Deficit Loan such Non-Defaulting Members shall make the Optional Deficit Loans pro rata in proportion to their respective Interests. In the event a Non-Defaulting Member makes an Optional Deficit Loan, (i) the principal balance of each Optional Deficit Loan shall be equal to the sum of the amount paid by the Non-Defaulting Member to the Company on behalf of the Defaulting Member and such Non-Defaulting Member’s share of the Additional Capital Contribution, (ii) each such loan shall bear interest at the rate of 14% plus the rate publicly announced by the Bank of America as its “Prime Rate” or “Reference Rate” or any other similar successor rate or the highest rate permitted by law, whichever is less and (iii) the interest and principal on each Optional Deficit Loan shall be payable before any distributions are paid pursuant to Section 4.6, with payments to the Non-Defaulting Member first being applied to reduce accrued interest on the Optional Deficit Loan and then to reduce the principal balance of the Optional Deficit Loan.

(c) No Third Party Beneficiaries. The provisions of this Agreement are intended to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Members shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 4.4. Capital Accounts.

(a) A separate book capital account (a “Capital Account”) shall be established and maintained for each Member by the Manager. The Capital Account of each Member shall be: (a) credited with (i) the amount of cash and the agreed-upon Fair Market Value of any property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code), including cash contributed by a Member as such Member’s Initial Capital Contribution, (ii) such Member’s share of any Profits or other items in the nature of income or gain allocated to it under this Agreement, and (iii) such Member’s share of other items required to be credited thereto under Treasury Regulation Section 1.704-1(b)(2)(iv); and (b) shall be debited with (i) the amount of cash and the Fair Market Value of any property distributed to such Member (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code), (ii) such Member’s share of any Losses or other items in the nature of expenses or losses allocated to it under this Agreement, and (iii) such Member’s share of other items required to be debited thereto under Treasury Regulations Section 1.704- 1(b)(2)(iv). Any adjustments to the tax basis of the Company property under Sections 732, 734,

 

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or 743 of the Code will be reflected as adjustments to the Capital Accounts of the Members only in the manner and to the extent provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m). These provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

(b) If any interest in the Company is transferred, the proportionate Capital Account and Interest attributable to such interest in the Company shall continue to be attributable to such interest in the Company.

Section 4.5. Allocations.

(a) After giving effect to the special allocations set forth in Sections 4.5(b) and 4.5(e), if any, Profits or Losses for a Fiscal Year shall be allocated among the Members as follows:

(i) Profits shall first be allocated among the Members to offset all prior allocations of Losses to the Members pursuant to Section 4.5(a)(vii);

(ii) Profits shall next be allocated among the Members in proportion to their respective Interests until each Member’s Capital Account balance is increased to a level at which an immediate distribution of such Capital Account balance to each Member would cause each Member to receive an Internal Rate of Return of eleven percent (11%);

(iii) Profits shall next be allocated (A) eighty-nine percent (89%) among the Members in proportion to their respective Interests and (B) eleven percent (11%) to Managing Member until each Member’s Capital Account balance is increased to a level at which an immediate distribution of such Capital Account balance to each Member would cause each Member to receive an Internal Rate of Return of twenty-five percent (25%);

(iv) Any remaining Profits shall next be allocated (A) sixty-five percent (65%) among the Members in proportion to their respective Interests and (B) thirty-five percent (35%) to Managing Member.

(v) Losses shall first be allocated among the Members to offset in reverse order all prior allocations of Profits pursuant to Section 4.5 (other than Section 4.5 (a)(i)).

(vi) Losses in excess of the amount allocated among the Members pursuant to Section 4.5(a)(vii) shall be allocated among the Members in proportion to their respective Interests.

(vii) Notwithstanding anything to the contrary in this Section 4.5(a), i1 upon the sale or the Assets or liquidation of the Company, each Member’s Capital Account balance is increased to a level at which an immediate distribution of

 

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such Capital Account balance to each Member would cause each Member to receive a final Internal Rate of Return of at least eleven percent (11%) but not more than twenty percent (20%), then $250,000 of the Profits allocated to the Non-Managing Members shall be reallocated, in accordance with the Non-Managing Members’ respective Interests, to the Manager and the Members’ Capital Accounts will be adjusted accordingly.

(viii) Notwithstanding anything to the contrary in this Section 4.5(a), if, upon the sale or the Assets or liquidation of the Company, each Member’s Capital Account balance is increased to a level at which an immediate distribution of such Capital Account balance to each Member would cause each Member to receive a final Internal Rate of Return of more than forty percent (40%), then $125,000 of the Profits allocated to the Manager shall be reallocated to the Non-Managing Members in accordance with their respective Interests, and the Members’ Capital Accounts will be adjusted accordingly.

(b) Notwithstanding anything to the contrary contained in this Section 4.5:

(i) If during any Fiscal Year there is a net decrease in Company minimum gain (as such term is defined by Treasury Regulation Section 1.704-2(d) with respect to partnership minimum gain), then each Member shall be allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the manner provided in Treasury Regulation Section 1.704-2(f). This Section 4.5(b)(i) is intended to comply with the partnership minimum gain chargeback requirements of Treasury Regulation Section 1.704-2.

(ii) If during any Fiscal Year there is a net decrease in Member nonrecourse debt minimum gain (as such term is defined by Treasury Regulation Section 1.704-2(i) with respect to partner nonrecourse debt minimum gain) then each Member with a share of such Member nonrecourse debt minimum gain shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent Fiscal Years) in the manner provided in Treasury Regulation Section 1.704-2(i). This Section 4.5(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback provisions of Treasury Regulation Section 1.704-2(i).

(iii) Member nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(i)(1) with respect to partner nonrecourse deductions) shall be allocated to the Member that bears the economic risk of loss with respect to such deductions as prescribed in Treasury Regulation Section 1.704-2(0(1).

(c) Taxable income, gain, loss or deduction of the Company (as well as any credits and the basis of property to which such credits apply) as determined for federal income tax purposes shall be allocated in the same manner as the corresponding income, gain, loss or deduction is allocated for purposes of adjusting Capital Accounts hereunder.

 

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(d) Subject to Section 706 of the Code and to any applicable Treasury Regulations, Profits, Losses and items of income, gain, loss deduction or credit for federal income tax purposes for a Fiscal Year that are attributable to any Interest in the Company that is transferred or assigned during such Fiscal Year shall be allocated between the portion of the Fiscal Year during which such Interest was held by the transferor and the portion of the Fiscal Year during which such Interest was held by the transferee on the basis of the number of days of the year such Interest was held by each, assuming that the effective date of each transfer shall be deemed to have occurred on the first day of the month in which it becomes final.

(e) (i) Any Losses otherwise allocable to a Member with, or which would produce, a deficit in such Member’s Adjusted Capital Account Balance shall be allocated to the extent of the aggregate of and in proportion to the positive Adjusted Capital Account Balances of other Members. If any Member receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that create or increase a deficit balance in their Adjusted Capital Account Balances, then the next allocation of items of Company income and gain that would otherwise have been allocated to the other Members shall be specially allocated to such Member in an amount and a manner sufficient to eliminate the deficit balance in such Adjusted Capital Account Balance created by such adjustments, allocations, or distributions as quickly as possible. The preceding sentence is intended to comply with the qualified income offset provision in Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(ii) The allocation provisions contained in this Agreement are intended to comply with Section 514(c)(9)(e) of the Code and shall be interpreted consistently therewith.

(iii) Subject to compliance with Section 514(c)(9)(E) of the Code, any special allocations pursuant to this Section 4.5(e) or Section 4.5(b) shall be taken into account in computing subsequent allocations pursuant to this Section 4.5, so that the allocations of items of Company income and gain allocated to each Member pursuant to this Section 4.5 shall be equal to the allocations of items of Company income and gain that would have been allocated to each Member pursuant to the provisions of this Section 4.5 if the adjustments, allocations, or distributions and the resulting special allocations pursuant to this Section 4.5(e) or Section 4.5(b) had not occurred.

(0 In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for income tax purposes, be allocated among the Members to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Fair Market Value at the time of contribution. Any elections or other decisions relating to such allocations shall be made by the Manager, subject to the approval rights under Section 5.3, in a manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.5(f) are solely for purposes of federal, state, and local income tax purposes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses or distributions.

 

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(g) The Members intend that the allocation provisions of Section 4.5 shall produce final Capital Account balances of the Members that will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 10.2(c) to be made (after unpaid loans and interest thereon, including, without limitation, those owed to Members, have been paid) in a manner identical to the order of priorities set forth in Section 4.6. Notwithstanding anything to the contrary, to the extent permitted under Section 514(c)(9)(E) of the Code and to the extent that the allocation provisions would fail to produce such final Capital Account balances, (x) Profits and Losses of the Company for the current taxable year and future taxable years (or items of gross income and deduction of the Company for such years) may be reallocated by the Manager among the Members as necessary to produce such result (or, to the extent it is not possible to achieve such result with allocations of items of income (including, without limitation, gross income) and deduction for the current year and future years, for prior open taxable years) as reasonably determined by the Manager, subject to the approval rights under Section 5.3, and (y) such provisions shall be amended by the Manager, subject to the approval rights under Section 5.3, if and to the extent necessary to produce such result without the consent of any other Member being required.

Section 4.6. Distributable Cash Flow.

(a) All Distributable Cash Flow, if any, attributable to each calendar month of each Fiscal Year (or portion thereof) shall be applied and distributed as follows, subject to Section 4.3(b):

(i) first, to replenish the Contingency Reserve up to an amount approved by the Members; and

(ii) second, to the Members, as follows:

(A) first, one hundred percent (100%) shall be distributed to the Members (including Manager) in accordance with their Interests until each Member has received an amount that yields it an Internal Rate of Return of at least eleven percent (11%);

(B) second, any remainder shall be distributed (1) eighty-nine percent (89%) to the Members (including Manager) in accordance with their Interests and (2) eleven percent (11%) to the Manager as an additional distribution until each Member has received and without regard to amounts paid to the Manager under Section 4.6(a)(ii)(B)(2) an amount that yields it an Internal Rate of Return of at least twenty-five percent (25%);

(C) third, any remainder shall be distributed (1) sixty-five percent (65%) to the Members (including Manager) in accordance with their Interests and (2) thirty-five percent (35%) to the Manager as an additional distribution.

Notwithstanding the foregoing, if application of subsections (ii)(B) and (C) would cause the Members to receive an amount that, when aggregated with all prior distributions referenced in Section 4.6(a) and Section 10.2(c) yields it an Internal Rate of Return of less than

 

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eleven percent (11%), the additional distributions otherwise payable to the Manager under subsections (ii)(B) and (C) shall be reduced to the extent necessary for the Members to achieve a eleven percent (11%) Internal Rate of Return.

Notwithstanding the foregoing, the distributions pursuant to Section 4.6(a)(ii) shall be adjusted to result in each of the Members receiving an equivalent Internal Rate of Return and without regard to amounts paid to the Manager under Sections 4.6(a)(ii)(B)(2).

Notwithstanding the foregoing, and without limiting any rights, in law or in equity, otherwise available to a Member, if the Manager is removed For Cause, all Distributable Cash Flow will be distributed pursuant to Sections 4.6(a)(ii)(A) without regard to the eleven percent (11%) Internal Rate of Return limit and not pursuant to Sections 4.6(a)(ii)(B)(2),.

Notwithstanding anything to the contrary in this Section 4.6(a), if, upon the sale of all of the Assets or the liquidation of the Company, each Member would receive distributions under this Section 4.6(a)(ii) (exclusive of amounts paid to the Manager under Sections 4.6(a)(ii)(B) and (C)) that would yield it a final Internal Rate of Return of at least eleven percent (11%) but not more than twenty percent (20%), then the final $250,000 of Net Cash Flow that would have been distributed to the Non-Managing Members in accordance with their respective Interests shall instead be distributed to the Manager.

Notwithstanding anything to the contrary in this Section 4.6(a), if, upon the sale of all of the Assets or the liquidation of the Company, each Member would receive distributions under this Section 4.6(a)(ii) (exclusive of amounts paid to the Manager under Sections 4.6(a)(ii)(B) and (C)) that would yield it a final Internal Rate of Return of more than forty percent (40%), then the final $125,000 of Net Cash Flow that would have been distributed to the Manager shall instead be distributed to the Non-Managing Members in accordance with their respective Interests.

Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Members on account of its interest in the Company if such distribution would violate Section 18 607 of the Act or any other applicable law.

(b) Income Tax Withholding. The Manager, subject to the approval rights under Section 5.3, shall make all tax withholding payments required with respect to any Member under Code Section 1446 or other provisions of the Code, or under the laws of any state or other jurisdiction, and shall treat all such amounts withhold for all purposes of this Agreement as a distribution of cash to such Member pursuant to Section 4.6 at the time such amount is paid by the Company.

Section 4.7. Intentionally Omitted.

Section 4.8. Project Budget. On or before Close of Escrow, the Manager shall deliver to the Non-Managing Members a proposed Project Budget for the Fiscal Year ending May 31, 2006 and on or before each and every April 1st thereafter during the term of this Company, the Manager shall deliver to the Non-Managing Members the proposed Project Budget for the

 

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following Fiscal Year. Any proposed Project Budget shall be subject to approval pursuant to Section 5.3. To the extent any proposed Project Budget is not approved, the Manager will operate the Project in accordance with the previously approved project Budget until a new Project Budget is approved.

Section 4.9. Business Plan. On or before Close of Escrow, the Manager shall prepare, or shall cause the Asset Manager to prepare, and shall submit to the Non-Managing Members for approval, a plan (the “Business Plan”) representing the Company’s overall strategic plan for the management, ownership, and disposition of the Assets, which shall be updated as circumstances dictate, but no less frequently than annually. The Business Plan shall be subject to the approval of the Non-Managing Members as set forth in Section 5.3. Until the Non-Managing Members have approved a revised and updated Business Plan, the Assets shall be operated in accordance with the then existing Business Plan.

Section 4.10. Distributions in Kind. No distribution of property in kind by the Company shall be permitted without the approval of a Supermajority of the Members. If any assets of the Company are distributed in kind pursuant to this Agreement, such assets shall be distributed to the Members entitled thereto as tenants-in-common in the same proportions as the Members would have been entitled to cash distributions if such property had been sold for cash and the net proceeds thereof distributed to the Members. In the event that distributions in kind are made to the Members upon dissolution and liquidation of the Company, the capital account balances of such Members shall be adjusted to reflect the Members’ allocable share of gain or loss which would have resulted if the distributed property had been sold at its Fair Market Value.

Section 4.11. Timing of Distributions. The Manager shall make all distributions of Distributable Cash Flow under Section 4.6 as promptly as practicable after the transaction giving rise to such Distributable Cash Flow. Manager shall make distributions of all other Distributable Cash Flow within thirty (30) days after the end of each calendar month during which Distributable Cash Flow was received unless otherwise agreed to by the Members.

Section 4.12. Capital Matters.

(a) A Member shall not be entitled to withdraw any part of its Capital Account or receive any distributions from the Company except as specifically provided in this Agreement. No Member shall be entitled to receive any distribution in kind except as otherwise provided herein. No interest shall be paid on or with respect to the Capital Account of any Member. Except as expressly provided herein, no Member shall have any priority over any other Member as to the return of its Capital Contributions or as to compensation by way of income, and no additional share of the profits or losses of the Company shall accrue to any Member solely by virtue of its Capital Account being proportionately greater than the Capital Account of any other Member. No Member shall be entitled to make any Additional Capital Contributions to the Company other than as provided herein.

(b) In the event that any Member makes a loan to the Company, such loan shall not be considered a contribution to the capital of the Company and shall not increase the Capital

 

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Account of the lending Member. Repayment of such loans shall not be deemed withdrawals from the capital of the Company.

(c) No Member shall have any obligation to restore any negative balance which may exist from time to time in such Member’s Capital Account. If any Member receives a distribution from the Company in excess of the amount such Member should have received in accordance with the provisions of this Agreement at the time the distribution was made, such Member shall be obligated to pay any such excess to the Company for reallocation to the Member or Members rightfully entitled to such distribution upon demand to do so by the Manager or other Members.

ARTICLE V

RIGHTS, POWERS, DUTIES AND OBLIGATIONS

Section 5.1. Management.

(a) The Manager shall have the sole right to manage the business of the Company in accordance with the terms of this Agreement. The Company shall be managed and operated so that it qualifies as a “real estate operating company” as defined in 29 C.F.R. § 2510.3-101(e). Except as otherwise specifically provided in this Agreement, all Company actions, decisions, consents, approvals, determinations and elections required or permitted to be made pursuant to this Agreement or otherwise shall be made by the Manager. All such Company actions, decisions, consents, determinations and elections made or taken by the Manager shall be binding upon all the Members. All actions, decisions, consents, approvals, determinations and elections required or permitted herein may be prospective or retroactive. The Manager shall seek to minimize, to the extent reasonably practical and to the extent not inconsistent with the best interests of the Company or the Company’s investment objectives (including, without limitation, that of maximizing the pre-tax returns of all of the Members) the amount of “unrelated business taxable income” (as defined in Code Sections 511 through 514) (“UBTI”) recognized by the Company.

(b) REIT Compliance. If Company is owned either directly or indirectly by a REIT, the Company shall at all times conduct its business activities and operations (and shall cause any entity in which the Company owns a direct or indirect interest to conduct its business activities and operations) so that if the Company were otherwise treated as a REIT for federal income tax purposes, the Company would satisfy the “95% of gross income test” set forth in Section 856(c)(2) of the Code, the “75% of gross income test” set forth in Section 856(c)(3) of the Code and the “asset tests” set forth in Section 856(c)(4) of the Code. The Company shall refrain from taking any action (and shall not permit any entity in which the Company owns a direct or indirect interest to take any action) which (i) could adversely affect the status of any direct or indirect owner of Company as a REIT, or (ii) could result in the imposition of any tax under Section 857 of the Code or Section 4981 of the Code on any direct or indirect owner of Company.

 

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Section 5.2. Powers of the Manager. The Manager shall act as fiduciary to the Company. In performing its obligations under this Agreement, the Manager shall at all times act in good faith and in the best interests of the Company and, using its best efforts, shall carry out all of its obligations under this Agreement in accordance with normal and prudent practices in the commercial real estate business and consistent with the Manager’s duty to the Company. Subject to the foregoing, and the approval rights set forth in this Agreement, the Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, shall make all decisions affecting the Company business, shall have full authority to take any action contemplated hereby and shall have full power to exercise any and all rights generally inferred or conferred by law in connection therewith.

Section 5.3. Approval of the Members. Certain matters described below shall be subject to the prior approval of one or more Members as more specifically set forth below. In each case, the Manager shall give to each of the Members notice requesting such approval, accompanied by a description in reasonable detail of the matter set forth below.

(a) Approval of a Supermajority of the Members. The following matters shall be subject to the prior approval of a Supermajority of the Members (which shall include NAREP) and a Supermajority of the Members (which shall include NAREP) shall have the right to direct the Manager to take any of the following actions:

(i) Any amendment of the Limited Liability Company Agreement or the Certificate of Formation of the Company and any merger or consolidation of the Company with any other entity (except as otherwise expressly provided herein);

(ii) The issuance of additional Interests in the Company;

(iii) Any transaction or other dealings between the Company and any Member, or any Affiliated Person as to any Member (provided that all such transactions or other dealings shall be conducted on an arm’s length basis), other than transactions expressly contemplated by this Agreement or the Asset Management Agreement;

(iv) The sale or transfer of the Real Property, or any portion thereof except as provided in Section 5.3(c);

(v) The sale or transfer of all or substantially all of the Assets of the Company;

(vi) The financing of any Company business or pledge of any Company Assets, including the Real Property;

(vii) The Business Plan, including updates thereto, provided to the Members in accordance with Section 4.9;

 

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(viii) The Project Budget, including updates thereto, provided to the Members in accordance with Section 4.8 and any line item increase in or expenditures in excess of the Project Budget;

(ix) Any financing, refinancing, amendment, extension or restatement of or other modification to any indebtedness of the Company;

(x) The purchase of the Real Property by the Company;

(xi) The employment by the Company of its own personnel; and

(xii) Approval of any matter requiring the approval of the Company under the Asset Management Agreement (unless such consent is specifically addressed elsewhere in this Agreement)

Upon failure of Manager to take any such action within ten (10) days of such direction, a Supermajority of the Members or NAREP shall have the right to remove such Manager pursuant to the terms of Section 13.1.

(b) Approval of a Majority in Interest of the Members and NAREP. The following matters shall be subject to the prior approval of a Majority in Interest of the Members and NAREP shall have the right to direct the Manager to take any of the following actions:

(i) The tax policy or policies of the Company and all tax returns of the Company;

(ii) An action or decision of the Company not in the ordinary course of the Company’s business, provided however, that approval of a Supermajority of the Members shall be require for any such act or decision if it would result in materially and adversely altering the economic or voting rights of the Kennedy-Wilson Member or create, increase or extend any obligation or liability of Kennedy-Wilson Member;

(iii) The making of any loan from the Company;

(iv) Any determination that Additional Capital Contributions pursuant to Section 4.4(a) are necessary, including without limitation the decision to fund any Mortgage Loan Shortfall not covered by the Kennedy-Wilson Guaranty;

(v) Any amendment, extension or restatement of or other modification to any agreements with the Asset Manager under the Asset Management Agreement, approval of any asset submanager, property manager or any agreements with respect thereto and any decision to acquire title to real estate, other than the Real Property;

(vi) Any reimbursement by the Company of any out-of-pocket or other expenses of any Member;

 

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(vii) Decisions regarding tax accounting policies and selection of a tax accountant for the Company;

(viii) Approval of any lease with respect to the Real Property for more than 5,000 square feet, or any amendment thereto;

(ix) Calling an Asset Management Agreement Event of Default;

(x) Causing the Company to take any action permitted under the Asset Management Agreement as a result of an Asset Management Agreement Event of Default;

(xi) Removal of any Asset Manager pursuant to the Asset Management Agreement or selection of a successor Asset Manager thereunder;

(xii) Retention, removal, termination or replacement of any property manager, leasing agent, development agent or construction manager (any agreement with such service provider shall be subject to termination at will upon 30 days notice) ; and

(xiii) Approval of any form lease.

Upon failure of Manager to take such action within ten (10) days of such direction, a Majority in Interest of the Members or NAREP shall have the right to remove such Manager pursuant to the terms of Section 13.1.

(c) Right to Require Attempted Sale. Notwithstanding the provisions of Section 5.3(a), at any time after the date of this Agreement, unless the Buy-Sell provisions of Article XI have been invoked and are pending, any Member may direct the Manager to market and sell or transfer the Property (or any portion thereof) at any time for its Fair Market Value determined on an AS IS, WHERE IS basis, as approved by a Majority in Interest of the Members.

Section 5.4. Company Liabilities. The Manager will have no liability for the return of the Members’ Capital Contributions. All liabilities of the Company, including without limitation the Company’s indemnity obligations under Section 5.6, will be liabilities of the Company as an entity, and will be paid or satisfied from Company assets. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Members nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company. Additionally, except as otherwise agreed by the Members in writing, any indebtedness which is secured by a mortgage, security interest, deed of trust or other lien or encumbrance on the Real Property or the Assets shall expressly provide that the obligee shall look solely to its mortgage, security interest, deed of trust or liens on the Real Property or the Assets, as the case may be, for the repayment of any and all amounts due under the terms of such instruments and that the Members shall have absolutely no personal liability, joint or several, for

 

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the repayment of such indebtedness or for any deficiency judgment resulting from the foreclosure of such mortgage, security interest, deed of trust or lien. Under no circumstances shall any Member, in its capacity as a Member, any partner, shareholder, director, officer, agent or advisor of any Member or Affiliate, be personally liable for losses, costs, expenses, liability, or obligations of the Company.

Section 5.5. Liability of Non-Managing Members. The Non-Managing Member shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company or of any other Member, nor shall a Non-Managing Member be required to lend any funds to the Company. Each Non-Managing Member shall only be liable to make payment of such Member’s Initial Capital Contributions as and when due hereunder. If and to the extent a Members’ Initial Capital Contributions shall be fully paid, the Non-Managing Member shall not, except as required by the express provisions of the Act regarding repayment of sums wrongfully distributed to any such Member, be required to make any further contributions to the Company. Except as otherwise provided in the Act, by law or expressly in this Agreement, the Non-Managing Member shall not have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and the Non-Managing Member shall not be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. Each Member agrees to act in good faith and with fair dealing under this Agreement with respect to each other Member and with respect to the Manager, subject to the express provisions of this Agreement. The Non-Managing Member shall not have any responsibility to restore any negative balance in its Capital Account or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company except as required by the Act, this Agreement or applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or the Manager responsible for the liabilities of the Company.

Section 5.6. Indemnification. Subject to the limitations contained in Article 11 of the Act, the Company, to the fullest extent permitted by law and to the extent of its assets legally available for that purpose, will indemnify and hold harmless the Members and any partner, shareholder, director, officer, agent and Affiliate (collectively, the “Indemnified Persons”), from and against any and all loss, damage, expense (including without limitation reasonable fees and expenses of attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability by reason of anything any Indemnified Person does or refrains from doing for, or in connection with, the business or affairs of, the Company (including, without limitation, recordkeeping and reporting activities under Sections 6.1 and tax matters under Sections 6.2, 6.5 and 6.6 except to the extent that the loss, damage, expense or liability results primarily from the Indemnified Person’s gross negligence or willful breach of a material provision of this Agreement which in either event causes actual, material damage to the Company.

Section 5.7. Rights of Competition. Any Member or group of Members, directly or indirectly through one or more Affiliates or with unrelated third parties, may engage in any business, purchase any real property or make any other investment, even if such business, real property or other investment is in competition with or an opportunity of the Company, notwithstanding any provision to the contrary at law or in equity. Any such activity of a Member may be undertaken with or without notice to or participation therein by the other Members. Each

 

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Member hereby waives any right or claim it may have against the other Members with respect to any such activity or the income or profits therefrom.

Section 5.8. Transactions with Affiliates. The Manager either in its capacity as Manager of the Company or otherwise, in the exercise of its power and authority under this Agreement, may contract or otherwise deal with or otherwise obligate the Company to Affiliates of the Manager or of a Member or other entities in which the Manager or a Member may have an ownership or financial interest, so long as applicable contract prices, fees or other remuneration in respect thereto shall not be in excess of current market price therefor in the area in which the Company transacts business and so long as the Non-Managing Members have approved in advance such contract or other dealing by a Supermajority of the Non-Managing Members. The Members hereby ratify and approve the terms of the Asset Management Agreement with Kennedy-Wilson International.

Section 5.9. Devotion of Time. The Manager shall devote such time, services and efforts as may be reasonably necessary for the proper furtherance, management, operation, maintenance and care of the businesses and properties of the Company. The Manager may have other business interests and may engage in other real estate activities and any other business, trade or profession on its own account, or in partnership with any other person or as stockholder of any other corporation. The Manager shall not be required to devote its entire time to the business of the Company.

Section 5.10. Prohibited Activities. The Company shall not engage in any of the following activities:

(a) pay any Manager or any Affiliate of any Manager a rebate for their own account in connection with goods or services purchased for or on behalf of the Company, or participate in any reciprocal business arrangement which would enable any Manager or any Affiliate of any Manager to receive such rebate;

(b) underwrite the securities of others;

(c) make any investments in real estate other than as provided in Section 3.1 of this Agreement or otherwise approved by a Majority Vote; or

(d) invest cash flow generated by the operation of the Company or the sale or refinancing of all or a portion of the Property in any other venture other than the Company.

Section 5.11. Asset Management Agreement. An Affiliate of the Manager shall provide certain asset management services for the Company in consideration for the payment of fees provided for therein. To the extent any duties of the Manager are delegated to the Manager pursuant to the terms of the Asset Management Agreement, the Manager shall oversee and insure the performance of those obligations by the Manager and nothing herein or therein shall limit or reduce the Manager’s liability to the Company therefor. The Asset Management Agreement shall be subject to termination as provided herein and therein.

 

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ARTICLE VI

BOOKS AND RECORDS, REPORTS,

AND INCOME TAX ELECTIONS

Section 6.1. Books and Records.

(a) The Manager shall maintain or cause to be maintained full and accurate books and records of the Company at the Company’s principal place of business (or such other place as the Manager may designate), showing all receipts, expenditures, assets, liabilities, profits and losses of the Company and all other records necessary for the recording of the Company’s businesses and affairs. The books of the Company, for financial and tax purposes, shall be kept on the basis of generally accepted accounting practices. Any Non-Managing Member and its duly authorized representatives shall, at any reasonable time during regular business hours, have access to and may inspect and copy any of such books or records at the offices of the Company. In addition, within sixty (60) days of the sale of the Real Property, the Manager shall collect and store all property management records (including, but not limited to, commercial leases, paid invoices, and general ledgers) in accordance with the terms of this Agreement. All decisions as to accounting matters, except as specifically provided herein, shall be made by the Manager after giving consideration to such advice and/or recommendations as the Non-Managing Members, or any of them, may from time to time provide.

(b) The Manager will retain the books and records of the Company and will retain or direct the Manager to retain all files and records pertaining to the assets of the Company and to such manager’s performance under the Asset Management Agreement for a period of seven (7) years after termination of such agreement and thereafter will accomplish the return or other disposition as directed by the Members. The Manager shall not at any time, including after the seven (7) year period following the expiration or termination of the Company, destroy any files or records (including property management records) without the prior written consent of the Non-Managing Member, provided that if the Non-Managing Member does not consent to destruction after such period of seven years, the Manager may forward such records to the Non-Managing Member. The Manager shall provide each Member with an opportunity, at the expense of such Member, to obtain a complete set of such files and records prior to their destruction. Upon the dissolution of the last of the Company, the rights of the Company to obtain such files and records shall pass to each former Member. Notwithstanding any provision to the contrary, the obligations of the Manager under this Section 6.1(b) shall survive the termination or expiration of this Agreement.

Section 6.2. Tax Reporting Information. Within forty five (45) days after the end of each Fiscal Year of the Company, the Manager shall cause to be prepared and furnished to each person who was a Member at any time during the fiscal year then ended all necessary tax reporting information required by the Members for preparation of their respective income tax returns.

 

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Section 6.3. Reports. The Manager shall render the following reports to the Non-Managing Members: (i) if financing is obtained in connection with the Property, no less than 3 days prior to any debt service payment date, a debt service report setting forth all payments payable under the Loan Documents and the Asset Management Agreement for the applicable payment period, including all permitted distributions to the Members. Unless any Non-Managing Member makes known to the Manager its disagreement with such report, in which case the Manager and such Member shall endeavor to resolve such disagreement as promptly as possible, the Manager shall make the payments set forth in such report in accordance with the terms of the Loan Documents, the Asset Management Agreement and this Agreement; (ii) within twenty (20) days after the end of each calendar month, a balance sheet of the Company as of the end of the preceding month, related profit and loss statement for the month then ended and a statement of Members’ Capital, all of which shall be prepared in accordance with generally accepted accounting principles; and (iii) within sixty (60) days after the end of each Fiscal Year, audited financial statements of the Company, including at least a balance sheet, a profit and loss statement and a statement of cash flows for the Fiscal Year then ended, certified by the accountant or accountants then retained by the Company, which financial statements shall be accompanied by a report of the Manager which shall include all such matters as the Manager may deem material to the operations of the Company.

Section 6.4. Asset Management Reporting. The Manager, as the representative of the Company in connection with the Asset Management Agreement, shall provide the Members with any information requested by the Members with respect to matters addressed in the Asset Management Agreement, and in addition, the Manager shall provide Members with the following information promptly after it becomes available (i) notification of any defaults under the Asset Management Agreement; (ii) copies of any written notices made by the Company to any Asset Manager under the Asset Management Agreement; and (iii) copies of all written notices, all reports and all certifications from any Asset Manager to the Company under the Asset Management Agreement. In the event the Manager shall fail to give any notice under the Asset Management Agreement, or is required to respond to a notice given to the Company under the Asset Management Agreement, and a Majority in Interest of the Members determines such notice should have been given or responded to, as the case may be, a Majority in Interest of the Members shall have the right to direct the Manager to deliver or respond to such notice. Upon the failure of the Manager to give or respond to such notice within two (2) Business Days after such direction, a Majority in Interest of the Members shall have the right to remove such Manager For Cause.

Section 6.5. Intentionally Omitted.

Section 6.6. Tax Matters Partner. The Manager is designated as the “Tax Matters Partner” (herein so called) under Section 6231 of the Code.

(a) If an audit of the Company’s federal income tax return is commenced, the Manager will promptly advise all Members of all developments with respect to the audit and provide each Member with a copy of all notices received from the Internal Revenue Service, including any final Company administrative adjustment (as defined in Section 6223(a) of the Code). The Manager shall consult with the Non-Managing Members with respect to any action

 

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to be taken by the Manager in its capacity as Tax Matters Partner and shall obtain the prior consent of the Non-Managing Members by Majority Vote prior to taking any such action. The Tax Matters Partner shall not be required to take any action or incur any expenses for the prosecution of any administrative or judicial remedies in its capacity as Tax Matters Partner unless the Tax Matters Partner is satisfied that the Company will bear any and all such expenses. So long as the Tax Matters Partner is not grossly negligent or does not act in bad faith, or if the Tax Matters Partner acts pursuant to instructions approved by all the Members, the Company shall indemnify and hold harmless the Tax Matters Partner from and against any and all liabilities incurred by the Tax Matters Partner in connection with any activities or undertakings taken by it in its capacity as Tax Matters Partner. A Member that enters into a settlement or closing agreement with the Internal Revenue Service or state or local tax authority in respect of any Company item shall notify the Tax Matters Partner of such agreement and its terms within ten days of the execution of such agreement.

(b) The Tax Matters Partner, at the expense of the Company and in accordance with the tax policies approved by the Non-Managing Members as required by Section 5.3 hereof, shall cause to be prepared by a preparer selected by the Tax Matters Partner all federal, state and local income tax returns and other returns or statements required of the Company by applicable law, and the Tax Matters Partner shall timely file such returns or statements. The Tax Matters Partner shall not have any liability for acts of any agent appointed in accordance herewith in connection with such returns and statements after first forwarding each of the same to the Non-Managing Members for approval as required by Section 5.3 hereof. The Tax Matters Partner shall (i) until such time as the Tax Matters Partner has received the written unanimous consent of the Members concerning any change in the tax classification of the Company, file or cause to be filed tax returns as a partnership for federal, state and local income tax purposes, (ii) prepare or cause to be prepared reports of foreclosure or abandonment of property securing a mortgage loan as required by Section 6050J of the Code and (iii) cause to be mailed to each Member copies of any or all of such tax returns of the Company when requested to do so by such Member.

ARTICLE VII

BANKING

The Manager shall, or shall cause the Asset Manager to establish and maintain the Company Account with a financial institution designated by the Manager and approved by a Majority in Interest of the Members. Funds in the Company Account shall, to the extent consistent with prudent business practice, be invested in interest bearing accounts. The Company Account shall be maintained on behalf of the Company as a segregated account and shall not be commingled with the funds of any Person other than the Company. Each Company Account shall be an Eligible Account. All withdrawals therefrom shall be made only in the regular course of the Company’s business and upon such signatures of the Manager, Members or such other Person as shall be designated by the Manager, provided that at all times (i) authorized signatories shall include two officers of the Manager and two officers of any Member holding a Majority in Interest of the Members, and (ii) withdrawals of amounts in excess of $5,000 shall require signatures of two authorized signatories (except for automatic payments of debt service or other periodic payments made pursuant to an approval contract in which cases two signatories will be

 

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required to set up the automatic payments). The Manager shall give written notice to each Member of the location and account number of the Company Account and shall not change the location or account number without the consent of a Majority in Interest of the Members. The Manager shall cause the depository bank holding the Company Account to provide on-line access to information regarding payments received, withdrawals made and the balance of the Company Account to the Manager on any Business Day on which such depository institution is open. The Manager may pay from the Company Account, when due, Company expenses provided such Company expenses are part of an approved Project Budget or are otherwise approved by a Supermajority Majority in Interest of the Members.

ARTICLE VIII

REPRESENTATIONS OF MEMBERS

Each Member, by execution hereof, represents and warrants to the Company and each other:

(a) it is neither: (i) an employee benefit plan within the meaning of Section 3(3) of ERISA (whether or not it is subject to the provisions of Title I of ERISA); (ii) a plan described in Section 4975(e)(1) of the Code; (iii) an entity the assets of which include plan assets pursuant to Department of Labor Regulations at 29 C.F.R. § 2510.3-101 by reason of the investment (direct or indirect) in such entity by an entity described in the preceding clauses (i) or (ii) of this sentence; nor (iv) a “benefit plan investor” within the meaning of 29 C.F.R. § 2510.3-101;

(b) that it is a United States person within the meaning of Section 7701 (a)(30) of the Code;

(c) that such Member’s Interest in the Company has not been and will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(2) of the Securities Act, or registered or qualified under the securities law of any jurisdiction;

(d) that such Member has such knowledge, sophistication and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in its Interest in the Company, is able to bear the economic risk of an investment in its Interest in the Company and is an “accredited investor” as defined in Regulation D under the Securities Act;

(e) that such Member is acquiring for its own account, or for accounts as to which it exercises sole investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of such Member’s property shall at all times be and remain within such Member’s control;

(f) that upon acquisition of its Interest in the Company, the number of “beneficial owners” (as defined in Section 3 of the Investment Company Act) owning such Member’s Interest is one; and the Company, as a result thereof, will not be required to register as an investment company under the Investment Company Act;

 

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(g) that it is not a bank, within the meaning of Section 881(c)(3)(A) of the Code or if it is such a bank that it is incorporated under the laws of the United States or any state thereof (including the District of Columbia);

(h) that such Member has the full power and authority to execute, deliver and perform all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

(i) that execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of or compliance with the terms and conditions of this Agreement will not conflict with or result in a breach of any of the terms, conditions or provisions of such Member’s articles of incorporation or by-laws or any agreement or instrument to which such Member is now a party or by which it is bound, or constitute a default under any of the foregoing;

that such Member does not believe nor does it have any reason or cause to believe that it cannot perform each and every covenant contained in this Agreement in all material respects;

(k) that there is no litigation pending against such Member, or its affiliates, or, to the Member’s knowledge, threatened, which if determined adversely to the Member would adversely affect the ability of the Member, or its affiliates, to fulfill its obligations in accordance with the terms hereof or which would have a material adverse effect on the financial condition of the Member;

(1) that no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by such Member, or compliance by such Member with, this Agreement or the consummation of the transactions contemplated by this Agreement;

(m) that such Member is duly organized, validly existing and in good standing under the laws of the State of its formation;

(n) that such Member, its Affiliates, members, partners, directors, officers, shareholders and employees have not received any rebates, commissions, inducements or fees in connection with the acquisition, management or disposition of the Assets, other than fees payable to such Member or its Affiliate pursuant to the terms of this Agreement or the Asset Manager or pursuant to the NAREP Fund Documents;

(o) no Member has received any undisclosed compensation in connection with this Agreement;

(p) that it will not sell, assign or otherwise transfer the Membership Interest or any fraction thereof unless the Membership Interest has been registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or such sale, assignment or

 

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transfer is exempt from such registration (and, if requested, opinions of counsel to such effect are obtained and approved by the Manager) and, in any event, it will not so sell, assign or otherwise transfer the Membership Interest or any fraction thereof to any person or entity who does not similarly represent, warrant or agree; and

(p) except for NAREP, that none of its direct or indirect partners or members are tax exempt organizations described in Code Section 511(a)(2).

ARTICLE IX

CHANGES IN MEMBERS

Section 9.1. Transfer of Membership Interests Held by the Manager. Except as otherwise herein expressly provided, the Manager may not, without the prior written consent of all Non-Managing Members, voluntarily retire or withdraw from the Company, substitute any Person in its stead or sell, assign, transfer, encumber or otherwise dispose of its Interest in the Company.

Section 9.2. Transfer of Membership Interests Held by Non-Managing Members. Upon and subject to the terms of this Section, Section 9.4 and Article XI hereof and provided no Buy-Sell Notice has been tendered and is outstanding pursuant to Article XI, any Non-Managing Member may sell, exchange, transfer, encumber or assign (any such event constituting a “Transfer”) all or any part of its Membership Interest to any Person without the consent of the Manager. Any such sale, exchange, transfer, encumbrance or assignment by a Non-Managing Member of its Membership Interest shall be subject to the prior approval by a Majority Vote; provided, however, that the Manager shall have the right to approve any new Member which is not Affiliated with Whitewater that will own more than a forty percent (40%) Interest in the Company which approval shall not be unreasonably withheld, delayed or conditioned. Except as set forth above, each Member may withhold its approval in its sole discretion. If a Member transfers all of its limited liability company interest in the Company in accordance with this Agreement, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

Section 9.3. Incapacity of Non-Managing Member. Upon the Incapacity of any Non-Managing Member, its successors or assigns shall have all the rights of the Non-Managing Member for the purpose of settling or managing its affairs and such power as the Non-Managing Member possessed to assign all or any part of its Membership Interest and to join with such assignee in satisfying conditions precedent to such assignee becoming a substituted Non-Managing Member. The Incapacity of any Non-Managing Member shall not dissolve the Company.

 

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Section 9.4. Assignees.

(a) The Company shall not recognize for any purpose, to the fullest extent permitted by law, any purported sale, exchange, pledge, assignment or transfer of all or any fraction of the Membership Interest of any Member unless (i) such Member complies with all of the provisions of this Article IX; (ii) there shall have been filed with the Company a written and dated notification of such sale, assignment or transfer, in form reasonably satisfactory to the Manager, executed and acknowledged by (1) the seller, assignor or transferor, (2) the purchaser, assignee or transferee, and (3) the Company, and such notification (1) contains the acceptance and assumption by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement in a manner reasonably satisfactory to the Manager and (2) represents that such sale, exchange, pledge, assignment or transfer was made in accordance with all applicable laws and regulations; and (iii) such notification is accompanied by evidence in form and substance reasonably satisfactory to the Manager (which may include an opinion of counsel if required by the Manager) that:

(A) such sale, exchange, transfer or assignment would not violate the Securities Act of 1933, as amended, or any state securities or “blue sky” laws (including any investor suitability standards) applicable to the Company or the Membership Interest to be sold, exchanged, transferred or assigned,

(B) such sale, exchange, transfer or assignment would not terminate the Company or cause the Company to lose its status as a partnership for federal income tax purposes; and

(C) such sale, exchange, transfer or assignment, when added to the total of all other sales, exchanges, transfers or assignments of Membership Interests within the preceding twelve (12) months, shall not result in the Company being considered to have terminated within the meaning of Section 708 of the Code.

(b) If any Member shall assign all of its Membership Interest, it shall cease to be a Member hereunder except that, unless and until a substituted Member is admitted in its stead, such Member shall retain the statutory rights of the assignor of a Member’s interest under the Act.

Section 9.5. Substituted Non-Managing Member. A purchaser, assignee, transferee, donee or other recipient of any Non-Managing Member’s Membership Interest pursuant to Section 9.2(a) shall be entitled to be admitted to the Company as a substituted Non-Managing Member upon satisfaction of the conditions of Section 9.2, Section 9.4 and Section 9.6. If a Member transfers all of its limited liability company interest in the Company in accordance with this Agreement, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Any purchaser, assignee, transferee, donee or other recipient of any Non-Managing

 

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Member’s Membership Interest pursuant to Section 9.2 shall have no right to participate in the management of the Company and shall not be entitled to be admitted to the Company as a substituted Non-Managing Member.

Section 9.6. General Conditions.

(a) All costs and expenses incurred by the Company in connection with any disposition of a Membership Interest or any part thereof pursuant to this Article IX and another Person becoming a Member in the Company in respect of such interest or such part thereof, including any filing, recording and publishing costs and the fees and disbursements of counsel, shall be paid by the Member disposing of such interest or such part thereof.

(b) If the Membership Interest, or any part thereof, of a Member is transferred pursuant to this Article IX, such Member shall for the purposes of this Agreement hereof be allocated Profits or Losses of the Company based upon the number of days during the taxable year of the Company that he owned such Membership Interest or part thereof, and the successor of such Member shall be allocated the remainder of the Profits or Losses of the Company allocable to the Membership Interest or part thereof so transferred. For the purposes of this Section, distributions of Distributable Cash Flow shall be made only to persons who are Members on the date of such distributions.

(c) At the request of a substituted Non-Managing Member, the Manager may, at its option, file on behalf of the Company an election under Section 754 of the Code permitting adjustments to basis as provided for in Sections 734 and 743 of the Code.

Section 9.7. Appointment of Substituted Manager. In the event of the Incapacity, resignation or withdrawal of the Manager or upon the occurrence of any other event of withdrawal with respect to the Manager specified in the Act, the Non-Managing Members, by Majority Vote, within ninety (90) days after the event or occurrence which would otherwise cause a dissolution, may continue the Company and appoint one or more substituted Managers who shall assume the duties and obligations of the predecessor Manager.

ARTICLE X

LIQUIDATION AND DISSOLUTION OF COMPANY

Section 10.1. Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the expiration of the stated term of the Company, (ii) the written consent of the Manager and all of the Non-Managing Members to dissolve the Company, (iii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (iv) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is

 

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hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company.

Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member or Manager shall not cause the Member or Manager, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Notwithstanding any other provision of this Agreement, each of the Members waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of a Member or the Manager, or the occurrence of an event that causes a Member or the Manager to cease to be a member of the Company.

Section 10.2. Method of Liquidation. Upon the happening of any event specified in Section 10.1 hereof, and provided the Company is not continued in accordance with Section 9.7, the Manager or, if there is no remaining Manager, such special liquidator as the Non-Managing Members shall designate by Majority Vote (either, the “Liquidator”), shall immediately commence to wind up the Company’s affairs and shall liquidate the Assets as promptly as possible, unless the Liquidator, with the approval of a Majority in Interest of the Members, shall determine that an immediate sale of Assets would cause undue loss to the Company, in which event (i) the liquidation may be deferred for a reasonable time, or (ii) all or part of the Assets may be distributed in kind. As promptly as possible after dissolution, the Liquidator shall prepare a final statement of account which shall reflect the status of each Member’s capital account and such other items and matters which they deem to be appropriate. The Liquidator, shall determine the fair market value of the remaining Company properties using appraisal techniques which it deems to be appropriate. Any difference between the fair market value and the basis of properties as carried on the books of the Company shall be allocated among the Members in accordance with their respective shares of gain and loss as though such properties had been sold for cash and such allocation shall be reflected in such final statement of account. The Members shall continue to share Distributable Cash Flow pursuant to Section 4.6; provided, however, that Distributable Cash Flow shall be distributed prior to distributions under Section 10.2(c) and shall be allocated to items of income, gain, loss, deduction and credit pursuant to Section 4.5 during the period of liquidation in the same proportions as before dissolution. The proceeds from liquidation of the Company, including repayment of any debts of Members to the Company, shall be applied in the order of priority as follows:

(a) To the satisfaction of debts and obligations of the Company (whether by payment or the making of reasonable provision for payment thereof), excluding any loans or advances from Members including, to the establishment of any reserves deemed reasonably necessary or appropriate by the Liquidator for any contingent or unforeseen liabilities or obligations of the Company. Such reserves established hereunder shall be held for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Liquidator reasonably deems advisable, of distributing the balance of such reserves in the manner provided hereinafter; provided, however, if the Company makes distributions in kind of

 

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undivided interests in Company property which secures mortgage indebtedness, then each Member receiving such distribution of property in kind subject to such mortgage indebtedness shall be severally liable (as among each other, but not for the benefit of third parties) for his proportionate part of such mortgage indebtedness (which need not be paid or otherwise discharged out of the proceeds of liquidation) in proportion to his interest in such property so distributed; provided, further, that no Member intends hereby to incur (except as among each other, and then only to the extent of the value of his interest), nor does he assume any liability on any such mortgage indebtedness which he has not previously incurred under the terms of the instrument creating such mortgage indebtedness; then

(b) to the repayment of any loans made to the Company directly by Members (including pursuant to Section 4.3(b)) but if the amount available for such repayment is insufficient to repay all such loans, then pro rata on account thereof, the amount to be distributed to any such Member being in the proportion which the unpaid principal balance of any loans made to the Company by such Member bears to the aggregate unpaid principal balances of loans made to the Company by all Members; then

(c) the remaining liquidation proceeds, if any, shall be distributed to the Members in accordance with their respective positive Capital Account balances.

Section 10.3. Date of Termination. The Company shall be terminated when (i) all the cash or property available for application and distribution under Section 10.2 hereof shall have been applied and distributed in accordance therewith and (ii) the Certificate of Formation shall have been cancelled in the manner required by the Act.

Section 10.4. Waiver of Partition. Each Member hereby irrevocably waives any right or power he may possess to compel a partition or sale of any asset of the Company or to compel a dissolution of the Company other than as expressly set forth in this Agreement.

ARTICLE XI

BUY -SELL

Section 11.1. Voluntary Buy-Sell.

(a) Buy-Sell Availability. At any time following the occurrence of a Buy-Sell Event (as defined in Section 11.2), any Member (the “Initiating Member”), by following the procedures set forth in this Article XI, may require the other Member (the “Responding Member”) to elect either (i) to sell the Interests of the Responding Member to the Initiating Member or (ii) to purchase the Initiating Member’s Interest, each pursuant to the terms of this Article XI (the “Buy-Sell”).

(b) Buy-Sell Notice and Escrow. To initiate the Buy-Sell, the Initiating Member shall give written notice (the “Buy-Sell Notice”) to the Responding Member and shall establish an Escrow (as defined in (g) below). The Buy-Sell Notice shall state the Initiating Member’s

 

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intention to exercise the Buy-Sell and shall specify the amount, in the Initiating Member’s sole judgment, of the net value of the Assets after deducting third-party debts or liabilities including without limitation the Mezzanine Loan and the Mortgage Loan to the extent then outstanding (the “Valuation Amount”) and the purchase price for the Interest of such Member computed in accord with (h) below (“Purchase Price”).

(c) Notice of Election. The Responding Member shall have thirty (30) days from the date of the Buy-Sell Notice to provide the Initiating Member (i) with a written notice (the “Notice of Election”) stating whether the Responding Member has elected to “buy” or “sell,” and (ii) if electing to “buy”, with evidence that such Member has established an Escrow (as defined in (g) below). If the Responding Member does not provide both a Notice of Election and evidence of having established an Escrow within such period, the Responding Member shall be deemed to have elected to “sell” its Interest to the Initiating Member. If the Responding Member elects to “buy,” then it shall buy and the Initiating Member shall sell its Interest in accord with the terms hereof. If the Responding Member elects or is deemed to have elected to “sell,” then it shall sell and the Initiating Member shall buy such Interest in accord with the terms hereof.

(d) Closing. The closing of the Buy-Sell shall occur on a Business Day selected by the purchasing Member which is no fewer than fifteen (15) days following receipt of the Buy-Sell Notice and no greater than sixty (60) days after the date the last Notice of Election was given or deemed given. The purchasing Member will provide the selling party with at least five (5) days prior written notice of the closing date; provided however that if the purchasing Member fails to provide such notice, the closing date shall be the sixtieth (60th) day following the date the last Notice of Election was given or deemed given. If the selling Member has any personal liability for any obligations or indebtedness of the Company or the Property Owner, the purchasing Member shall (i) provide the selling Member with an indemnity in a form reasonably acceptable to the selling Member for liability with respect to such obligations or indebtedness which relates to periods on or after the date of the closing on the Buy-Sell, (ii) satisfy such obligation or indebtedness at or prior to the closing, or (iii) obtain a release of liability for subsequent acts in a form reasonably acceptable to the selling Member. At the closing, the purchasing Member shall pay the selling Member the Purchase Price for such Member’s Interest by wire transfer and the selling Member shall transfer its Interest by written assignment in a form reasonably acceptable to the purchasing Member without representation or warranty of any kind except that the selling Member has good and marketable title to its respective Interest free and clear of any liens, claims or encumbrances, except for liens, claims or encumbrances thereon which have been approved in accord with the terms of this Agreement or those which the purchasing Member assumes pursuant to this Article XI. In addition, at the closing, the purchasing Member shall repay the Mezzanine Loan in full. Any sales or transfer taxes shall be paid by the party legally responsible for the tax. Any recording, escrow, transfer taxes, closing fees or other closing or other expenses in connection with the transfer of the selling Member’s Interest to the purchasing Member will be paid by the purchasing Member. Notwithstanding the foregoing, each party shall bear its own legal and accounting fees.

(e) Default. If the purchasing Member defaults on its obligation to purchase any of the selling Member’s Interests pursuant to this Article XI, then the purchasing Member shall be

 

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deemed to be in default. Upon default by the purchasing Member, in addition to any other remedies available to the selling Member at law or equity, the selling Member shall have the option at any time thereafter, upon five (5) days notice to the defaulting purchasing Member, to collect the Escrow established for the purchase of such Member’s Interest and/or to buy the entire Interest of the defaulting purchasing Member at a price equal to eighty-five percent (85%) of the Purchase Price that would have been payable to the defaulting purchasing Member if it/they had been selling Member.

If the selling Member defaults on its obligation to transfer its Interest to the purchasing Member at the closing as required by this Article XI, then in addition to any rights or remedies that the purchasing Member may have at law or equity, including, without limitation, an action for specific performance, the Interest of the defaulting selling Member shall be reduced by fifty percent (50%) immediately after the closing date and the Interests of the non-defaulting Member shall be increased accordingly, and if the purchasing Member seeks to enforce the defaulting Member’s) obligation to sell, the Purchase Price shall be recalculated based on the selling Member reduced Interest.

(f) No Continuing Liability. From and after the closing, the selling Member shall have no further interest in the assets or profits of the Company and the obligations of the Company to the selling Member shall be deemed to be satisfied and discharged in full. The selling Member shall not be responsible for any losses of the Company, including losses or liabilities arising after the closing. The purchasing Member shall indemnify and defend the selling Member for all liabilities and losses arising from incidents or transactions occurring after the closing, including, without limitation any liability that any selling Member (or its Affiliate) might have under any guaranties given in connection with any indebtedness of the Company or the Property Owner with respect to any incidents or actions occurring after the closing.

(g) Escrow. As a condition precedent to initiating a Buy-Sell or to electing to “buy,” the Initiating or Responding Member, respectively, must deposit in escrow with a national banking association an amount equal to the lesser of $5,000,000 or five percent (5%) of the Purchase Price that would be payable by it at closing (an “Escrow”).

Each Escrow established by the Initiating Member shall be subject to instructions binding on the escrow agent that such Escrow may be released by the escrow agent (i) to the Responding Member for which the Escrow was established (“Benefiting Responding Member”) only upon (A) the sworn certification by the Benefiting Responding Member that the Initiating Member has failed to close the purchase of the Interest pursuant to the terms set forth in this Article XI for a reason not the fault of the Benefiting Responding Member, (B) upon the joint signatures of the Benefiting Responding Member and the Initiating Member, or (C) upon closing of the Initiating Member’s purchase of the Benefiting Responding Member’s Interest; or (ii) to the Initiating Member, by the sworn certification by the Initiating Member (A) that the Benefiting Responding Member has elected to “buy,” or (B) that the Benefiting Responding Member has failed to close the purchase of the Interest pursuant to the terms set forth in this Article XI for a reason not the fault of the Initiating Member.

 

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Each Escrow established by a Responding Member, shall be subject to instructions binding on the escrow agent that such Escrow may be released (i) to the Initiating Member only upon (A) the sworn certification by the Initiating Member that the Responding Member establishing the Escrow (“Establishing Responding Member”) has failed to close the purchase of the Interest pursuant to the terms set forth in this Article XI for a reason not the fault of the Initiating Member, (B) upon the joint signatures of the Initiating Member and the Establishing Responding Member, or (C) upon closing of the Establishing Responding Member’s purchase of the Initiating Member’s Interest; or (ii) to the Establishing Responding Member upon the sworn certification by the Establishing Responding Member (A) that the Initiating Member has failed to close the purchase of the Initiating Member’s Interest pursuant to the terms set forth in this Article XI for a reason not the fault of the Establishing Responding Member, or (B) that the Establishing Responding Member changed its response to “sell” pursuant to the terms of Section 11.1(c).

(h) Purchase Price. The purchasing Member(s) shall pay each selling Member a purchase price (the “Purchase Price”) equal to the amount that would be distributed to such Member under Section 10.2 if all the Assets were sold for cash at the Valuation Amount set forth in the Buy-Sell Notice, and all of the Company’s and the Property Owner’s known and reasonably quantifiable liabilities were satisfied in such sale and the Company and the Property Owner were liquidated following such sale. For purposes of the preceding sentence, it shall be assumed that (a) no reserves shall be needed in the hypothetical liquidation of the Company and the Property Owner and (b) the Valuation Amount is net of all prorations and closing costs.

Section 11.2. Buy-Sell Event. A “Buy-Sell Event” shall mean the occurrence of any one or more of the following events:

(a) the Members are unable to obtain the required approval of any item or action requiring approval pursuant to Section 5.3;

(b) the passing of eighteen (18) months from the date of this Agreement; or

(c) the occurrence of a For Cause event.

ARTICLE XII

APPOINTMENTS AND CONSENTS

Section 12.1. Appointment.

(a) Each Member hereby makes, constitutes and appoints the Manager (and any successor manager) its true and lawful attorney in its name, place and stead:

(i) to make, execute, sign, acknowledge and file with respect to the Company:

 

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(1) additional copies of this Agreement and a certificate of formation or amendment thereto pursuant to the Act;

(2) such documents as may be required by law to reconstitute and continue the business of the Company in accordance herewith or to effect the withdrawal of a Member or admission of a substituted or additional Member in accordance with this Agreement;

(3) all documents which may be deemed necessary or desirable to effect the winding up of the Company after its dissolution;

(4) any assumed name certificate required by law to be filed of record; and

(5) all such other instruments, documents and certificates which may from time to time be required by the laws of the State of Delaware and the United States of America or any political subdivision or agency thereof, to effectuate, implement, continue and defend the valid existence of the Company;

(ii) otherwise to amend this Agreement, from time to time, if such amendment is approved pursuant to Section 14.4 hereof.

(b) Such power of attorney granted pursuant to this Article XII is a special power of attorney coupled with an interest, is irrevocable and shall survive the legal incapacity of the Non-Managing Member hereby granting such power of attorney and is binding upon each Non-Managing Member and its successors, assigns, heirs and personal representatives.

Section 12.2. Exercise of Power of Attorney. The power of attorney granted pursuant to this Article XII shall only be exercisable by a party who is a Manager (or Liquidator under Article X) at the time of exercise and may be exercised by such Manager by executing any document or amendment described in Section 12.1 hereof in its capacity as attorney-in-fact for the Non-Managing Members. A Manager shall notify the Non-Managing Members of any documents or amendments executed by it pursuant to this Article XII.

Section 12.3. Consents. With respect to any consents required or permitted to be made by the Non-Managing Members as a class pursuant to this Agreement, each Non-Managing Member entitled to vote under this Agreement shall be entitled to vote in accordance with its respective Interest. Each Non-Managing Member is entitled to and may apportion its aggregate votes cast in any manner which it may elect. In the event that applicable law or this Agreement requires the consent or approval of the Non-Managing Members as to any action taken or proposed to be taken by the Manager, such consent or approval shall be deemed given upon the Majority Vote of the Non-Managing Members, unless applicable law or this Agreement requires otherwise.

Section 12.4. Method of Giving Consent. Any consent required by this Agreement may be given as follows:

 

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(a) by a written consent or proxy given by the consenting Member at or prior to the doing of the act or thing for which the consent or proxy is solicited, provided that such consent shall not have been nullified by either (i) written notification to the Manager by the consenting Member at or prior to the time of, or the negative vote by such consenting Member at, any meeting held to consider the doing of such act or thing, or (ii) written notification to the Manager by the consenting Member prior to the doing of any act or thing, the doing of which is not subject to approval at such meeting; or

(b) by the affirmative vote by the consenting Member to the doing of the act or thing for which the consent is solicited at any meeting called and held pursuant to Section 12.5 hereof to consider the doing of such act or thing

Section 12.5. Meetings of Members. Any matter requiring the agreement, election or consent of the Non-Managing Members pursuant to this Agreement may be considered at a meeting of the Members held not less than 15 nor more than 30 days after written notification thereof shall have been given by the Manager to all Non-Managing Members. Such notification (a) may be given by the Manager, in its discretion, at any time or (b) shall be given by the Manager within 15 days after receipt by it of a request for such a meeting made by any Non-Managing Member. Such meeting shall be held at the principal office of the Company, or such other location as may be designated by the Manager.

ARTICLE XIII

REMOVAL OF THE MANAGER

Section 13.1. Right to Remove. At any time For Cause, a Majority in Interest of the Members shall have the right:

(a) to cause the removal of the Manager; provided, however, that such removal shall not occur until after the admission of one or more new Managers pursuant to clause (b) except as otherwise approved by a Majority in Interest of the Members; and

(b) to appoint, and cause the admission to the Company of, one or more new Managers, and to determine such new Manager’s or Managers’ economic interest in the Company; provided, however, that such new Manager’s or Managers’ economic interest shall not reduce the interests of the Members in the Company other than in a manner proportionate to their respective Interests.

A Majority in Interest of the Members shall exercise such rights by giving notice thereof (a “Termination Notice”) to the Manager. Any removal of a Manager or the Managers pursuant to this Section 13.1 shall be effective as of the date stated in the Termination Notice. The Manager agrees to execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent of this Section 13.1, including, without limitation, effectuating the admission to the Company any new Manager or Managers appointed

 

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by the Majority in Interest of the Members under clause (b) above. Following removal of the Manager and its Affiliates pursuant to this Section 13.1, the Manager shall have no further right to receive distributions pursuant to Sections 4.6(a)(iii)(B)-(C).

Section 13.2. No Right to Withdraw, Assign or Delegate. No Manager shall have the right to withdraw as Manager hereunder, assign its right hereunder nor delegate its duties hereunder without the prior approval of the Majority in Interest of the Members and the other Managers.

Section 13.3. Consequences of Removal or Withdrawal of Managers. After the withdrawal of any Manager or after the removal of any Manager pursuant to this Article XIII, any remaining Members may take any action, direction or consent within the Manager’s scope of duties upon approval of a Majority in Interest of the Members.

ARTICLE XIV

MISCELLANEOUS

Section 14.1. Notice. All notices, offers, demands, statements and requests required or permitted to be given under this Agreement must be in writing and shall be deemed to be properly given or served by hand delivery, or by tele-transcription with a copy sent by overnight delivery, or whether received or not, by depositing same in the United States Mail or with a nationally recognized overnight courier service, postage prepaid and registered or certified mail, return receipt requested, addressed to the respective Member to whom the same is intended to be given or served, at the address of such Member as set forth on Exhibit A to this Agreement, or to the Company at the address of the Company. All such notices, offers, demands, statements and requests shall, except as hereinafter set forth, be effective upon hand delivery, or if given by means of tele-transcription, upon receipt, or if mailed, upon receipt. Rejection or other refusal to accept, or the inability to deliver because of a changed address or telecopy number of which no notice was given hereunder shall be deemed to be receipt of the notice, offer, demand, statement or request. Each Member in the Company shall have the right from time to time and at any time, upon at least ten (10) days prior written notice thereof in accordance with the provisions hereof, to change his respective address by specifying any other address within the United States of America; provided, however, notwithstanding anything herein contained to the contrary, in order for such notice of address change to be effective it must actually be received.

Section 14.2. Construction. The Members declare that by entering into this Agreement they have contracted with reference to the laws of the State of Delaware, and the terms and provisions of this Agreement shall be interpreted and construed under the substantive laws, but not the conflicts laws of the State of Delaware, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control.

Section 14.3. Effect of Agreement. This Agreement shall be binding upon all Members, their respective successors and assigns.

 

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Section 14.4. Amendment. This Agreement may only be amended by written instrument signed by the Manager and all of the Non-Managing Members.

Section 14.5. Counterparts. This Agreement may be executed in two or more identical counterparts which when taken together will constitute one and the same instrument.

Section 14.6. Severability. Every provision hereof is intended to be severable, and if any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

Section 14.7. Captions. The title and captions contained herein are for convenience only and shall not be deemed part of the context of this Agreement.

Section 14.8. Numbers and Gender. Where the context so indicates, the masculine shall include feminine and neuter, the singular shall include the plural and the plural shall include the singular and any reference to a person shall include an individual or a corporation, firm, partnership, trust or any other entity.

Section 14.9. Confidentiality.

(a) Generally. The terms of this Agreement, its subject matter, and all other business, financial or other information relating directly to the conduct of the business and affairs of the Company and the Property Owner or the relative or absolute rights or interests of any of the Members (collectively, the “Information”) that has not been publicly disclosed by an authorized employee of the Company or the Manager is confidential and proprietary information of the Company and the Property Owner the disclosure of which would cause irreparable harm to the Company, the Property Owner and the Members. Accordingly, each Member represents that except as expressly permitted herein it has not disclosed and agrees that neither it nor its members, partners, shareholders, directors, officers, agents, advisors (its “Agents”) and those of any Affiliate will disclose to any Person any Information until the Company has publicly disclosed the Information and has notified each Member that it has done so, nor, until such public disclosure and notification thereof to each Member, will the statement of any third person regarding Information be confirmed by any Member or its Agents.

(b) Legal Proceedings. Each Member agrees that, to the fullest extent permitted by law, neither it nor its Agents will disclose any Information to any person (other than a person agreeing to maintain all Information in strict confidence, a judge, magistrate or referee) in any action, suit or proceeding relating to or arising out of this Agreement or otherwise, and to keep confidential all documents (including without limitation responses to discovery requests) containing any Information. Each Member hereby consents in advance and will make reasonable efforts to obtain the consent of its Agents to any motion for any protective order brought by any other Member or Affiliate of a Member represented as being intended by the movant to implement the purposes of this Section 14.9, provided that if a Member receives a request to disclose any Information under the terms of a valid and effective order issued by a court or government agency and the order was not sought by or on behalf of or consented to by the Member, the Member may disclose the Information to the extent required if the Member as

 

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promptly as practicable (i) notifies the Manager of the existence, terms and circumstances of the order, (ii) consults in good faith with the Manager on the advisability of taking legally available steps to resist or to narrow the order, and (iii) if disclosure of the Information is required, exercises its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the portion of the disclosed Information that the Manager designates. The cost (including without limitation attorneys’ fees and expenses) of obtaining a protective order covering Information designated by the Manager will be a Company cost.

(c) Miscellaneous. The covenants contained in this Section 14.9 will survive the transfer of the interest in the Company of any Member and the termination of the Company.

(d) No Effect on Competition. This Section 14.9 will not prevent a Member or Affiliate permitted to do so from competing with the Company or from using business contacts and general knowledge of operating procedures in the competing business.

Section 14.10. Exhibits. Exhibits referred to in this Agreement and attached hereto are incorporated herein in full by this reference as if each of such exhibits were set forth in the body of this Agreement and duly executed by the parties hereto.

Section 14.11. Entire Agreement. This Agreement constitutes the entire agreement and understanding among the Members and supersedes all prior agreements and undertakings with respect hereto.

Section 14.12. Negation of Third Party Beneficiaries. This Agreement and the covenants and agreements contained herein are for the sole benefit of the parties to this Agreement and their respective successors and assigns and may not be enforced by any person or entity not a party to this Agreement or a successor or assign of such party.

Section 14.13. Deadlines. If a date on which any party is required to take any action under the terms of this Agreement is not a Business Day, the action may be taken on the next succeeding Business Day without penalty.

Section 14.14. LITIGATION. THE MEMBERS HEREBY AGREE TO SUBMIT ALL CONTROVERSIES, CLAIMS AND DISPUTES BETWEEN THEM TO A COURT OF COMPETENT SUBJECT MATTER JURISDICTION IN THE STATE OF MINNESOTA OR THE STATE OF DELAWARE. THE MEMBERS HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THEIR RIGHT TO A JURY TRIAL OF ANY SUCH CONTROVERSIES, CLAIMS OR DISPUTES. THE MEMBERS HEREBY CHOOSE DELAWARE LAW (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES) TO GOVERN ALL MATTERS RELATING TO THIS AGREEMENT AND THE RELATIONSHIP OF THE PARTIES HEREUNDER.

Section 14.15. Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Members hereby irrevocably waive any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the

 

47

assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Members shall not have any interest in any specific assets of the Company, and the Members shall not have the status of a creditor with respect to any distribution pursuant to Article IV hereof. The interest of the Members in the Company is personal property.

Section 14.16. Benefits of Agreement: No Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of a Member. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.

Section 14.17. Effectiveness. Pursuant to Section 18-201 (d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Delaware Secretary of State on May 15, 2006.

(Remainder of page intentionally blank; signature page follows]

 

48

SIGNATURE PAGE

TO

LIMITED LIABILITY COMPANY AGREEMENT OF

68-540 FARRINGTON, LLC

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

 

MANAGER AND MEMBER:

KW DILLINGHAM AINA LLC,

a Delaware limited liability company

By:

  

K-W PROPERTIES
a California corporation

Its: Managing Member

    By:  

/s/ Mary Ricks

     

Mary Ricks

   

Its:

  

Vice President

 

49

SIGNATURE PAGE

TO

LIMITED LIABILITY COMPANY

AGREEMENT OF

68-540 FARRINGTON, LLC

 

NAREP II US NON-REIT ASSETS HOLDINGS, LC
a Delaware limited liability company
By:  

/s/ Timothy S. Clark

Name:  

Timothy S. Clark

Its:  

President

 

50

SIGNATURE PAGE

TO

LIMITED LIABILITY COMPANY AGREEMENT OF

68-540 FARRINGTON, LLC

 

NON-MANAGING MEMBER:

NAREP II Land Entitlement Sidecar, L.P.,

a Delaware limited partnership

By: NAREP II Land Entitlement Sidecar GP, LLC

Its: General Partner

  By:  

/s/ Timothy S. Clark

  Name:  

Timothy S. Clark

  Its:  

President

 

51

 

INDEPENDENT MEMBER:

/s/ Michelle A. Dreyer

Michelle A. Dreyer

 

52

SIGNATURE PAGE

TO

EXHIBIT A TO

LIMITED LIABILITY COMPANY AGREEMENT OF

68-540 FARRINGTON, LLC

MEMBERS’ NAMES, ADDRESSES,

INITIAL CAPITAL CONTRIBUTIONS AND

INTERESTS

 

Name and Address

    Initial
Capital
Contribution		      Interest  

Manager and Member

      

KW Dillingham Aina LLC

do Kennedy Wilson International

9601 Wilshire Boulevard, Suite 220

Beverly Hills, CA 90210

Attn: Mary Ricks

    $ 1,840,000         11.5 % 

Non-Managing Member

      

NAREP II US Non-REIT Assets Holdings, LLC

12700 Whitewater Drive

Minnetonka, MN 55345

Attn: Paul Mullaney

    $ 4,531,200         28.32 % 

Non-Managing Member

      

NAREP II Land Entitlement Sidecar, L.P.

12700 Whitewater Drive

Minnetonka, MN 55345

Attn: Paul Mullaney

    $ 9,628,800         60.18 % 

Independent Member

      

Michelle A. Dreyer

do Corporation Service Company

2711 Centerville Road

Wilmington, DE 19808

    $ 0         0 % 
  

 

 

     

 

 

  

Total

    $ 16,000,000         100 % 

 

53

 

[SAMPLE IRR CALCULATION]

 

54

Dillingham Ranch

Sample IRR Calculation

 

          67.195,916   
    *12          w/Men        67,195,916   
      4153 %     

Equity Cash Flows:

        

Equity

           (27,000,000 ) 

First Hurdle

         100.0 %      36,694,146   

Second Hurdle

         89.0 %      0   

Third Hurdle

         89.0 %   

Fourth Hurdle

         89.0 %      18,642,893   

Fifth Hurdle

         65.0 %      23,760,555   
       

 

 

  

Investor IRR:

           52,097,594   

Sponsor Cash Flows:

        

Equity

        

First Hurdle

         0.0 %   

Second Hurdle

         11.0 %      0   

Third Hurdle

         1 I.0 %      0   

Fourth Hurdle

         11.0 %      2,304,178   

Filth Hurdle

         35,0 %      12,794,145   
       

 

 

  

Sponsor:

           15,098,325   

LOGO

STRUCTURE

 

Equity

      88.5 % 

Sponsor

      11.5 % 

Cash Flow Distributions

   

Equity

      100,0 % 

Sponsor

      0.0 % 

Level 1: Until Investor recieves

      11.0 % 

Equity

      89.0 % 

Sponsor

      11.0 % 

Level 2: Until Investor recieves

      11.0 % 

Equity

      89.0 % 

Sponsor

      11.0 % 

Level 3: Until Investor recieves

      11.0 % 

Equity

      89.0 % 

Sponsor

      11.0 % 

Level 4: Until Investor recieves

      25.0 % 

Equity

      65.0 % 

Sponsor

      35.0 % 

Level 4: Until Investor recieves

      50.0 % 

Equity Invested

      (27,000,000 ) 

Cash Flow from Operations

      94,195,916   
  

 

 

  

Total Cash Flow

      67.195.916   

 

55

EXHIBIT C

TO

PREDEVELOPMENT BUDGET

 

56

DILLINGHAM

ACQUISITION PRECONSTRUCTION

   

(5.15.2006)

RANCH

LOAN REQUEST

      DETAILS         

Pre-Development Budget

                     

CATEGORY

  

NOTES

   

Total

     

At Closing

Mo 0

     

Pre-Construction

Mo. 1-24

  
Land   Ranch Land Acquisition      26,000,000         26,000,000      
  Polo Field      17,000,000         17,000,000      
d   Polo Field LLC Interest      100,000         100,000      
Land   Water Company      100,000         100,000      
Land   Acquisition Fee      450,000         450,000      
Land   Escrow Closing Costs      300,000         300,000      
    

 

 

     

 

 

     

 

 

  
  SUBTOTAL      43,950,000         43,950,000      
Loan Fees & Costs   Loan Cost deposits      135,000         135,000      
  Loan Fee      415,000         415,000      
    

 

 

     

 

 

     

 

 

  
       550,000         550,000      
Working Capital Reserves-Cap X      200,000         200,000         (200,000 ) 
Working Capital Reserves-Operating Budget      200,000         200,000         (200,000 ) 
Interest Reserve        5,026,041         5,026,041      
Ag. Feasibility   Agricultural Feasibility Study    $ 20,000            20,000   
Appraisal   Market Feasibility    $ 15,000         15,000      
Archeological   Update Archeological Issues    $ 17,500         2,227         15,273   
Asset Mgmt Fee   Mo. Budget per agreement w/Cargill.    $ 499,992            499,992   
Bonding   2% of “bonded” hard cost improvements only    $ 1,000,000            1,000,000   
Cadastral   Preparation of Preliminary Subdivision Map (80 lots)    $ 50,000            50,000   
Cadastral   Preliminary Subdivision Application-makai lots    $ 15,000            15,000   
Cadastral   Preparation of filing of land court petition & map    $ 2,500            2,500   
Cadastral   Approval by Land Court    $ 5,000            5,000   
Cadastral   Preparation and submittal of final subdivision map    $ 0         
Survey   Boundary Survey    $ 70,000            70,000   
Survey   Determine development “project” boundary, but excl. entire    $ 50,000            50,000   
Topo   Aerial Photogrammetric Mapping (Topo based on photo)    $ 50,000            50,000   
rr- ,evil   OD Civil Engineering Assistance    $ 22,500            22,500   
vii   Wastewater alternatives-Engineering Analysis    $ 4,200            4,200   
Civil   Alternative Analysis Report    $ 7,800            7,800   
Civil   Septic Systems Report    $ 15,000            15,000   
Civil   Subdivision infrastructure civil engineering    $ 75,000            75,000   
Civil   Low Pressure Sewers System (LPSS) Design    $ 90,000            90,000   
Civil   Off-site Potable Water transmission improvements design    $ 75,000            75,000   
Civil   Offsite Drainage System    $ 125,000            125,000   
Civil   approval of Infrastructure construction plans & specs    $ 52,500            62,500   
Civil   Evaluation of Water Service & System Alternatives (Private vs    $ 6,000            6,000   
Civil   Evaluation of Stormwater & Flook Factors for Floodway Removal    $ 18,000            18,000   
Civil   Flood Study and Drainage Report    $ 42,000            42,000   
Civil   Civil Engineering -Soils review and talc.    $ 6,000            6,000   
Civil   NPDES    $ 8,500            8,500   
Civil   IWS Systems (design review and engineering)    $ 81,000            81,000   
Civil   Preparation of infrastructure construction plans & specs    $ 250,000            250,000   
Civil   RFPS to contractors    $ 10,000            10,000   
Civil   Selection of Contractors    $ 5,000            5,000   
Civil   Provide Copy of contracts for C&C bond amount    $ 2,500            2,500   
Civil   Submit Bond    $ 2,500            2,500   
Construction Mgmt   Construction Management Services    $ 0         
Construction Mgmt   Developer’s Rep    $ 240,000            240,000   
Critical Habitat   Update Critical Habitat    $ 40,000            40,000   
Development Fee   per agreement w/Cargill    $ 741,000            741,000   
Electrical   ElectricalfreWCATV Designs    $ 21,000            21,000   
Environmental   Environmental Testing & Report    $ 432,693         237,693         195,000   
Insurance      $ 0         
Landscape Design   irrigation and planting plans for planting along existing picket    $ 12,800            12,800   
Landscape Design   Street tree planting plans, excluding irrigation plans    $ 7,600            7,600   
Landscape Design   Landscape and irrigation plans for renovation of Dillingham    $ 15,600            15,600   
Landscape Design   Landscape installation observation & report    $ 3,000            3,000   
Legal   Legal- PSA/DD/Loan/Org Does    $ 81,895         52,084         29,811   

 

57

DILLINGHAM

ACQUISITION PRECONSTRUCTION

   

(5.15.2006)

RANCH

LOAN REQUEST

      DETAILS         

Pre-Development Budget

                     

CATEGORY

  

NOTES

   

Total

     

At Closing

Mo 0

     

Pre-Construction

Mo. 1-24

  
Legal   Legal-Environmental    $ 20,000         12,500         7,500   
  Legal-RE Review    $ 10,589         10,589      
  PUC Water Issues    $ 61,042         11,042         50,000   
Legal      $ 8,562         8,562      
Legal   Misc. and ongoing legal issues (if needed)    $ 20,000         809         19,191   
Legal   DCCA approval of preliminary registration    $ 20,000            20,000   
Legal   Preparation and Submittal of DCCA Final Registration    $ 15,000            15,000   
Legal   Prep CC&Rs as part of Subdivision approval    $ 10,000            10,000   
Legal   DCCA approval of final registration    $ 10,000            10,000   
Marketing      $ 650,000            650,000   
Op Budget/ Reserves   Includes payroll, insurance, asset mgmt, property mgmt, and    $ 1,440,000            1,440,000   
Other   DO Assistance- Historical    $ 20,833         20,833      
Other   KW! Travel & Reimbursables    $ 65,675         15,675         50,000   
Other   Avalon Reimbursables    $ 6,000         1,000         5,000   
Permits   $100 per subdivided lot, including roadways and farm lots    $ 9,000            9,000   
Permits   Grading Permit.004 of value + $3917    $ 12,000            12,000   
Other Fees   Permit process (Ranch House)    $ 30,000            30,000   
Other Fees   Permit Process (Beach House)    $ 75,000            75,000   
Park Fees   none required for Ag lots    $ 0         
Planning   Mater Planning DO Review    $ 5,208         5,208      
Planning   Master Planning- Land Concept    $ 14,000         3,465         10,535   
Planning   Land Planning Layout Refinement    $ 25,000            25,000   
Prop mgmt Fee   Mo. Budget per agreement wlCargill.    $ 600,000            600,000   
Soils   Geotechnical Engineer (literature review)    $ 15,000            15,000   
Soils   Geotechnical Engineer (field investigation)    $ 108,000            108,000   
Traffic   Transportation Report and Coordination    $ 21,000            21,000   
Water   Water Use Consultant -Report    $ 15,800         15,800      
Water   Water Alternative Analysis Report    $ 6,500            6,500   
Water   Geohydrologist    $ 5,208            5,208   
er   On-site Potable water source Improvements design    $ 100,000            100,000   
_   On-site potable water storage improvements design    $ 95,000            95,000   
Water   Nonpotable water source & transmission design    $ 60,000            60,000   
Water   Water DOH Report for water quality    $ 15,000            15,000   
Water   Water Commission Application    $ 6,500            6,500   
Contingency   Soft Cost Contingency    $ 1,734,297            1,734,297   
    

 

 

     

 

 

     

 

 

  
Subtotal      $ 9,609,295       $ 412,488       $ 9,196,807   
Dillingham Ranch CapX  

Capital Improvements

         
Dillingham Ranch CapX  

NPEDS Activities

    $ 885,000            885,000   
Dillingham Ranch CapX  

New and upgraded fencing

    $ 50,000            50,000   
Dillingham Ranch CapX  

Landscaping/Signage-Entry

    $ 25,000            25,000   
Dillingham Ranch CapX  

Ranch Empl. Housing Renovation

    $ 25,000            25,000   
Dillingham Ranch CapX  

Tree Trimming

    $ 200,000            200,000   
Dillingham Ranch CapX  

Ranch Equipment

    $ 165,000            165,000   
Dillingham Ranch CapX  

Dillingham House Upgrade

    $ 150,000            150,000   
Dillingham Ranch CapX  

Office Upgrades

    $ 50,000            50,000   
Dillingham Ranch CapX  

Demolition/Trash Haul/Dump Charges

    $ 75,000            75,000   
Dillingham Ranch CapX  

Septic Tank - Dillingham House

    $ 50,000            50,000   
Dillingham Ranch CapX  

Septic Tank Upgrade - Office

    $ 50,000            50,000   
Dillingham Ranch CapX  

Contingency

    $ 15,000            15,000   
    

 

 

     

 

 

     

 

 

  
Subtotal      $ 1,740,000            1,740,000   
    

 

 

     

 

 

     

 

 

  
Grand Total      $ 60,875,335       $ 50,338,528       $ 10,536,807   
    

 

 

     

 

 

     

 

 

  

GRAND TOTAL

  

ROUNDED TO NEAREST $’000

      60,875,000         50,339,000         10,537,000   
    

 

 

     

 

 

     

 

 

  

ICARGILUKENNEDY WILSON EQUITY

      27,000,000         27,000,000      

WACHOVIA LOAN DRAW

      33,875,335         33,875,335         10,537,000   
    

 

 

     

 

 

     

 

 

  

11

        60,875,335         60,875,335         10,537,000   
    

 

 

     

 

 

     

 

 

  

 

58

LOGO

 

59

LOGO

 

60

LOGO

 

61

LOGO

 

62

LOGO

 

63

LOGO

 

64

LOGO

 

65

LOGO

 

66

LOGO

 

67

83 lots

SOFT COSTS (See worksheet “DEV COST-Soft Costs”)

 

              
              

 

 

  

Permits

               

Permits

    Fee         21,000         

Bonding

    2% of bondable cos         #######         
        

 

 

        
           1,021,000         
           412,488         

Due Diligence Planning & Engineering

               

Ag Feasibility Study

            20,000         

Appraisal Updates

            20,000         

Archaelogical

            15,273         

Cadastral

            72,500         

Survey

            170,000         

Construction Stakeout

            200,000         

Civil

            908,500         

Construction Management

            432,000         

Electrical

            21,000         

Environmental

            195,000         

Landscaping

            39,000         

Legal

            216,502         

Other Costs

            110,000         

Planning

            140,535         

Soils

            273,000         

Traffic

            21,000         

Water Engineering

            288,208         

Wetland/Wild Life

            40,000         
        

 

 

        
              3,182,518      

Asset Management

    $20,833 mo            854,000      

Property Management

    $25,000 mo    41         1,025,000      

Development Fee

               1,292,000      

Operating Budget

    500,000 per yi    3 yrs         1,500,000      

Marketing

               1,250,000      

Soft Cost Contingency

               2,080,077      
           

 

 

     
              
              

 

 

  

TOTAL SOFT COST

                  12,617,083   
              

 

 

  

HARD COST (See worksheet “DEV COST-Hard Cost)

               

Construction Costs

               

Roads

               14,566,000      

Potable Water System

               17,485,000      

Sewer System

               4,000,000      

Drainage

               3,330,000      

Electrical System

               6,317,000      

Hard Cost Contingency

    20%            9,140,000      
           

 

 

     
                 54,838,000   

Other Costs

               

NPDES/Sand Mining

               885,000      

Enhance Common Ag PI;

    4250 plant    $400 per         1,700,000      

Dillingham House Improvements

               7,900,000      

Ranch Operation Cap X

               3,322,000      

Beach Villa

    3000 sf    $1,000 psf         3,000,000      
              
              

 

 

  

Total Hard Costs

                  16,807,000   
              

 

 

  
              
              

 

 

  

Total Development Costs

                  84,262,083   
              

 

 

  

 

68

DILLINGHAM RANCH -Investment Summary

Hard Cost

BASE CASE - Sales Pricing

Item   Quantity     Unit Cost     Total Cost    

Assumptions:

GRADING & ROADWAYS

        

Lot Clearing/Grubbing

     80      $ 15,000      $ 1,200,000      Due to topography, road grades steep w/ cut/fill.

Landfill Removal

       $ 1,000,000      Potential contingency If fill materials not deemed acceptable

ROW Excavation/Embankment

     122,589     CY    $ 15      $ 1,838,835      Excavation costs assume mostly soil with some rock.

70 ROW wllandscaping at entry

     3,800     LF    $ 325      $ 1,235,000      Entry collector road

44’ ROW; no landscape Shoulders

     26400     LF    $ 220      $ 5,742,000      Landscape (Ind grass and irrigation but no Elec.)

Left-turn lane at Farrington

       $ 500,000      Contingency

Minor Crossing

     7     EA    $ 150,000      $ 1,050,000     

Major Crossing

     5     EA    $ 400,000      $ 2,000,000     
   

 

 

    

 

 

    

TOTAL ROADWAYS

     29,900     LF      $ 14,565,835     
     

 

 

    

POTABLE WATER SYSTEM

        

DLNR Access Easement (Water Well) BWS

     40,000     SF    $ 12.50      $ 500,000      DLNR for access easement over & across roadway to access 2 wells

Upgrade to users:

        

12” main Fair HWY

     2,000     LF    $ 250.00      $ 500,000      Potential contingency for RUC Impact to Water Company

12” from FHW to Crowbar 12’ main across

     800     LF    $ 250.00      $ 200,000     

bridges Valves & Appurtenance from 225’

     2     ea    $ 187,500      $ 375,000     

15’ access road -12’ main to 225’ tank

     6000     LF    $ 25.00      $ 150,000     

Water Meter

     6000     LF    $ 100.00      $ 600,000     

250,000 Gallon Reservoir

    1     ea      $ 80,000     

Water Facilities Charge ($fee if 225’ provided)

     250,000     Gal    $ 4.00      $ 1,000,000      storage at 225’ elevation
    145     users    $ 3,000      $ 435,000     

Related P&E + cost escalations for PUC Users

     40 %    $ 150      $ 1,536,000     

12-inch D.I. Transmission Main Roadway

     29,900     LF    $ 150      $ 4,485,000      Conn. to New System an Farrington Hwy.

Additional 12 In. Dl main from 400’ Tank

     2,500     If    $ 150      $ 375,000     

Additional 12 In. Dl main from 225’ Tank

     6,000     LF    $ 150      $ 900,000     

Additional 12 in from wells to 720 tank

     3,600     LF    $ 25      $ 540,000     

Valves & Apputenances

     38,400     LF    $ 50      $ 960,000     

Non-Potable Lines

     26,100     LF    $ 4.00      $ 1,305,000     

50,000 Gallon Reservoir

     50,000     Gal    $ 5.00      $ 200,000      storage at 440’ elevation

50,000 Gallon Reservoir

     50,000     Gal    $ 250,000.00      $ 250,000      Storage at 720 foot zone

Booster Pump

     2        $ 500,000      to pump from 440 to 720

30,000 Gallon Tank for fire protect (makai)

     30,000     Gal    $ 6.47      $ 194,000      for fire protection

Recondition Potable Wells

     2     ea    $ 1,200,000      $ 2,400,000     
     

 

 

    

TOTAL POTABLE WATER SYSTEM

       $ 17,485,000     
     

 

 

    

SEWER SYSTEM

        

Individual Waste Water System (Injection System)

     80     EA    $ 50,000      $ 4,000,000     
     

 

 

    

TOTAL SEWER SYSTEM

       $ 4,000,000     
     

 

 

    

DRAINAGE SYSTEM

        

18-inch RCP Drain

     22,425     LF    $ 100      $ 2,242,500      Along Roadway

Standard Catch Basin / Manhole

     75     EA    $ 6,500      $ 487,500      Spacing at 300’

Culvert

     400     LF    $ 600      $ 240,000     

Box Drain Outlet Headwall

     12     EA    $ 30,000      $ 360,000      Outlet HW to lower channel
     

 

 

    

TOTAL DRAINAGE SYSTEM

       $ 3,330,000     
     

 

 

    

ELECTRICAL SYSTEM

        

70’ ROW (underground)

     3,800     LF      160      $ 608,000     

HECO Ducting Fee

     3,800     LF      60      $ 228,000     

HECO Charges

     26,100     LF      60      $ 1,566,000     

44’ ROW (underground)

     26,100     LF    $ 150      $ 3,915,000     
 

 

 

    

 

 

    

 

 

    

TOTAL ELECTRICAL SYSTEM

       $ 6,317,000     
     

 

 

    

SUMMARY:

        

Roads

       $ 14,565,835     

Potable Water System

       $ 17,485,001     

Sewer System

       $ 4,040,00G     

Drainage

       $ 3,330,000;     

Electrical System

       $ 6,317,00C     
     

 

 

    

Subtotal

       $ 45,697,835     

Hard Cost Contingency

       20.0 %    $ 9,140,00C     
     

 

 

    

ESTIMATE TOTAL

       $ 54,837,835     
     

 

 

    

Cost per Lot

     83  Lots      $ 661,000     
     

 

 

    

cost/lot w/o sewer

       $ 613,000     
     

 

 

    

 

69

LOGO

 

70

LOGO

 

71

LOGO

 

72

EXHIBIT D

TO

LIMITED LIABILITY COMPANY AGREEMENT OF

68-540 FARRINGTON, LLC

MORTGAGE LOAN SPE COVENANTS

 

1. The sole purpose of the Company is to acquire, own, hold, maintain, and operate the Property Owner, together with such other activities as may be necessary or advisable in connection with the ownership of the Property Owner. Notwithstanding anything contained herein to the contrary, the Company shall not engage in any business, and it shall have no purpose, unrelated to the Property Owner and its related property and shall not acquire any real property or own assets other than those related to the Property Owner and/or otherwise in furtherance of the purposes of the Company.

 

2. The Manager, and any additional or substitute Manager of the Company, may not be an individual and shall at all times have as its sole purpose to act as the Manager of the Company, and shall be engaged in no other business or have any other purpose. Additionally, any additional or substitute Manager of the Company shall have organizational documents which conform in all material respects to the organizational documents of the Manager.

 

3. Anything in this Agreement to the contrary notwithstanding, the Manager shall have no authority to perform any act in respect of the Company in violation of any (i) applicable laws or regulations or (ii) any agreement between the Company and Wachovia Bank, National Association or its successors or assigns (collectively, the “Lender”).

 

4. Anything in this Agreement to the contrary notwithstanding, so long as any indebtedness remains outstanding by the Company to the Lender, the Company shall not:

(a) make any loans to the Manager or its Affiliates;

(b) except as permitted by the Lender in writing, sell, encumber (except with respect to the Lender) or otherwise dispose of all or substantially all of the properties of the Company (a sale or disposition will be deemed to be “all or substantially all of the properties of the Company” if the sale or disposition includes the Property Owner or if the total value of the properties sold or disposed of in such transaction and during the twelve months preceding such transaction is 66-2/3% or more in value of the Company’s total assets as of the end of the most recently completed Company fiscal year);

(c) dissolve, wind-up, or liquidate the Company;

(d) merge, consolidate or acquire substantially all the assets of another person or entity;

(e) change the nature of the business conducted by the Company; or

 

73

(f) except as permitted by the Lender in writing, amend or modify this Agreement.

For purposes of this Agreement, Affiliate means any person or entity which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with a Member. For purposes hereof, the terms “control”, “controlled”, or “controlling” shall include, without limitation, (i) the ownership, control or power to vote ten percent (10%) or more of (x) the members or (y) the Company or beneficial interests of any such person or entity, as the case may be, directly or indirectly, or acting through one or more persons or entities, (ii) the control in any manner over the Manager(s) or the election of more than one director or trustee (or persons exercising similar functions) of such person or entity, or (iii) the power to exercise, directly or indirectly, control over the management or policies of such person or entity.

 

5. All funds of the Company shall be deposited in such checking accounts, savings accounts, time deposits, or certificates of deposit in the Company’s name or shall be invested in the Company’s name, in such manner as shall be designated by the Manager from time to time. Company funds shall not be commingled with those of any other person or entity. Company funds shall be used by the Manager only for the business of the Company.

 

6. Title to Company assets shall be held in the Company’s name.

 

7. The Company shall not, without the affirmative vote of 100 percent of the Members, including the vote of the Independent Member, institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any action in furtherance of any such action.

 

8. The Company shall have no indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation) and shall incur no liability other than (a) the Loan made to the Company by the Lender and (b) trade payables or accrued expenses incurred in the ordinary course of business of operating the Project (provided, however, that all such sums shall be paid in full promptly by the Company, but in no event later than sixty (60) days of the date incurred) and no other debt will be secured (senior, subordinate or pari passu) by the Project.

 

9.

The Company shall not terminate solely as a consequence of the bankruptcy, insolvency, appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of a member of the Company or a substantial part of such member’s property, or assignment for the benefit of its creditors, or an admission in writing of the inability to pay its debts generally as they become due, or any similar action, of one or more of the

 

74

  members, so long as there remains a solvent manager of the Company

 

75

10. The Company shall at all times observe the applicable legal requirements for the recognition of the Company as a legal entity separate from any members of the Company (each a “Member”) and Affiliates, including, without limitation, as follows:

 

  (a) The Company shall maintain its principal executive office and telephone and facsimile numbers separate from that of any Affiliate and shall conspicuously identify such office and numbers as its own. Additionally, the Company shall use its own separate stationary, invoices and checks which reflects its separate address, telephone number and facsimile number, as appropriate.

 

  (b) The Company shall maintain its records and books and accounts separate from those of any Affiliate or any other entity. The Company shall prepare unaudited quarterly and annual financial statements, and the Company’s financial statements shall substantially comply with generally accepted accounting principles.

 

  (c) The Company shall maintain its own separate bank accounts, payroll and correct, complete and separate books of account.

 

  (d) The Company shall hold itself out to the public (including any Affiliate’s creditors) under the Company’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate.

 

  (e) All customary formalities regarding the existence of the Company, including holding meetings and maintaining current and accurate minute books separate from those of any Affiliate, shall be observed.

 

  (f) The Company shall act solely in its own name and through its own duly authorized officers and agents. No Affiliate shall be appointed or act as agent of the Company.

 

  (g) Investments shall be made in the name of the Company directly by the Company or on its behalf by brokers engaged and paid by the Company or its agents.

 

  (h) Except as required by Lender, the Company shall not guarantee or assume any liabilities or obligations for the benefit of any party, including, without limitation, any Affiliate or hold itself out or permit itself to be held out as having guaranteed or assumed any liabilities or obligations of any party, including, without limitation, any Member or any Affiliate, nor shall it make any loan to any party (including any Affiliate).

 

  (i) The Company is and will be solvent and shall pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets.

 

  (j)

Assets of the Company shall be separately identified, maintained and segregated. The Company’s assets shall at all times be held by or on behalf of the Company

 

76

  and if held on behalf of the Company by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Company. This restriction requires, among other things, that Company funds shall not be commingled with those of any Affiliate and it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliate.

 

  (k) The Company shall not take any action if as a result of such action, the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended.

The Company shall at all times be adequately capitalized to engage in the transactions contemplated at its formation.

 

  (m) All data and records (including computer records) used by the Company or any Affiliate in the collection and administration of any loan shall reflect the Company’s ownership interest therein.

 

  (n) None of the Company’s funds shall be invested in securities issued by any Affiliate.

 

  (o) The Company shall not enter into any contract or agreement with any employee, shareholder, consultant, agent, director, partner, member or manager of the Company or any Affiliate, as applicable, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an Affiliate.

 

  (p) The Company shall file its own tax returns.

 

  (q) The Company shall not do any act which would make it impossible to carry on the ordinary business of the Company.

 

  (r) The Company shall not hold title to the Company’s assets other than in the Company’s name.

 

  (s) Anything in this Agreement to the contrary notwithstanding, so long as any indebtedness remains outstanding by the Company to the Lender, the Company shall cause at all times from and after the date hereof there to be one (1) duly appointed Independent Member; provided, however, that if the Independent Member resigns or becomes unable to serve, the Manager shall promptly appoint a new Independent Member to fill such vacancy.

 

77

EX-3.32 31 d235317dex332.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.32

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

KW SUNRISE CARLSBAD, LLC

(A DELAWARE LIMITED LIABILITY COMPANY)

TABLE OF CONTENTS

 

         Page  

ARTICLE I DEFINITIONS

      1   

ARTICLE II ORGANIZATIONAL MATTERS

      6   

2.1

   Name      6   

2.2

   Term      6   

2.3

   Office      6   

2.4

   Purpose of Company      6   

2.5

   Intent      6   

2.6

   Agent for Process      6   

2.7

   Qualification      6   

ARTICLE III CONTRIBUTIONS AND CAPITAL ACCOUNTS

      6   

3.1

   Contributions      6   

3.2

   Default by a Member      7   

3.3

   Capital Accounts      8   

3.4

   No Interest      8   

3.5

   Certificates of Interest      8   

ARTICLE IV MEMBERS

      8   

4.1

   Members      8   

4.2

   Resignations      8   

4.3

   Action by Members      8   

ARTICLE V MANAGEMENT

      9   

5.1

   Management by Manager      9   

5.2

   Designation, Resignation, and Removal of Manager      11   

5.3

   Limitations on Powers of Manager      11   

5.4

   Compensation      12   

5.5

   Officers      12   

ARTICLE VI ALLOCATIONS OF PROFIT, LOSS AND DISTRIBUTIONS

      12   

6.1

   No Priorities of Members      12   

6.2

   Allocation of Profit and Loss      12   

6.3

   [Intentionally omitted]      13   

6.4

   Special Allocations      13   

6.5

   Tax Allocation Matters      13   

6.6

   Distributions      14   

6.7

   Additional Allocation Rules      15   

6.8

   Order of Application      15   

 

i

6.9

   Allocation of Excess Nonrecourse Liabilities      16   

6.10

   Form of Distribution      16   

6.11

   Amounts Withheld      16   

ARTICLE VII TRANSFERS OF INTERESTS AND OTHER RESTRICTIONS

      17   

7.1

   General Restrictions on Transfers      17   

7.2

   Permitted Transfers      17   

7.3

   Further Restrictions on Transfers      17   

7.4

   Status of Transferee or Transferor as Member or Assignee      18   

7.5

   Other Activities of Members, Managers, Officers      18   

7.6

   Enforcement      18   

ARTICLE VIII ACCOUNTING, RECORDS, AND REPORTING

      18   

8.1

   Books and Records      18   

8.2

   Reports      19   

8.3

   Accounts; Invested Funds      19   

8.4

   Tax Elections      19   

8.5

   Tax Matters Partner      19   

ARTICLE IX DISSOLUTION AND WINDING UP

      20   

9.1

   Dissolution      20   

9.2

   Agreement to Remain in Effect      20   

9.3

   Winding Up      20   

9.4

   No Liability      20   

9.5

   Limitations on Payments Made in Dissolution      21   

9.6

   Certificate of Cancellation      21   

ARTICLE X LIMITATION OF LIABILITY; INDEMNIFICATION

      21   

10.1

   Limitation of Liability      21   

10.2

   Indemnification      21   

10.3

   Expenses      21   

10.4

   Indemnification of Employees and Agents      22   

10.5

   Contract Right; Nonexclusive      22   

10.6

   Insurance      22   

ARTICLE XI MISCELLANEOUS

      22   

11.1

   Entire Agreement      22   

11.2

   Counterparts      22   

11.3

   Further Assurances; Power of Attorney      22   

11.4

   Notices      23   

11.5

   Amendments; Waivers; Remedies      23   

11.6

   Construction of Certain Terms and References; Captions      24   

11.7

   Arms’-length Bargaining; No Presumption Against Drafter      24   

 

ii

11.8

   No Assignment or Delegation      24   

11.9

   Transaction Expenses      24   

11.10

   Offset Privilege      25   

11.11

   Choice of Law and Forum; Service of Process; Waiver of Jury Trial      25   

11.12

   Litigation Costs      25   

11.13

   Arbitration      25   

11.14

   Waiver of Partition      26   

 

iii

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

KW SUNRISE CARLSBAD, LLC

(A DELAWARE LIMITED LIABILITY COMPANY)

This First Amended and Restated Limited Liability Company Agreement of KW Sunrise Carlsbad, LLC, a Delaware limited liability company (“Company”), is made as of September 30, 2010 by and among the Persons identified on Schedule A, with reference to the following facts:

WHEREAS, the Company was formed pursuant to the (a) Certificate of Formation and (b) Limited Liability Company Agreement of the Company, dated as of September 30, 2010 (the “Initial Agreement”), by Sunrise Associates, a California general partnership (“Sunrise GP”), as the sole member;

WHEREAS, pursuant to an Assignment and Assumption of Membership Interest, dated as of September 30, 2010, between Sunrise GP and the Company, Sunrise GP transferred, assigned and conveyed, and the Company assumed, all of Sunrise GP’s right, title and interest in and to, free and clear of all liens and encumbrances, Sunrise GP’s 100% limited liability company interest in Sunrise Property Associates, LLC, a Delaware limited liability company (“SPA LLC”), and the Company was admitted as the sole member of SPA LLC and Sunrise GP ceased to be a member of SPA LLC;

WHEREAS, pursuant to the dissolution of Sunrise GP, Sunrise GP ceased to be a member of the Company and each of Sunrise GP’s general partners, Thomas Armstrong (“Armstrong”), Mark Green (“Green”), Kovacevich (as defined herein) and Janet Reid (“Reid”), were admitted as members of the Company;

WHEREAS, pursuant to the Contribution Agreement by and among K-W Properties (as defined herein), the Company, Armstrong, Green, Kovacevich and Reid and the Redemption Agreement by and among the Company, Armstrong, Green and Reid (“Redemption Agreement”), each dated as of September 30, 2010, (i) K-W Properties was admitted a member of the Company, and (ii) each of Armstrong, Green and Reid ceased to be a member of the Company; and

WHEREAS, the parties hereto desire to enter into this Agreement to reflect the admission of K-W Properties and to amend and restate the Initial Agreement in its entirety as hereinafter set forth.

The parties agree as follows:

ARTICLE I

DEFINITIONS

When used in this Agreement, the following terms have the meanings set forth or referenced below:

 

1

1.1 “Accounting Method” means the method of accounting used by Company for federal income tax purposes, consistently applied.

1.2 “Act” means the Delaware Limited Liability Company Act, 6 Del. Code § 18-101 et seq.

1.3 “Adjusted Capital Account” of a Member means the Capital Account of that Member, increased by any amount that such Member is expressly obligated to restore pursuant to an agreement with Company or is deemed to be obligated to restore pursuant to Treasury Regulations § 1.704-1(b)(2)(ii)(c) or the penultimate sentence of Treasury Regulations § 1.7042(g)(1) or 1.704-2(0(5), and reduced by the items described in Treasury Regulations § 1.704- 1(b)(2)(ii)(d)(4), (5), or (6).

1.4 “Affiliate” of another Person means a Person directly or indirectly (through one or more intermediaries) Controlling, Controlled by, or under common Control with that other Person.

1.5 “Agreement” means this First Amended and Restated Limited Liability Company Agreement of Company.

1.6 “Assignee” means a transferee of an Interest, insofar as not admitted as a Member with respect thereto.

1.7 “Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in Los Angeles, California are not open for business.

1.8 “Capital Account” of a Member means the capital account of that Member determined from Company’s inception in accordance with Treasury Regulations § 1.704- 1(b)(2)(iy) and this Section 1.8. The Capital Accounts shall be adjusted by Manager upon an event described in Treasury Regulations § 1.704-1(b)(2)(iv)W(5) in the manner described in Treasury Regulations §§ 1.704-1(b)(2)(iv)(1) and (g), if Manager determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in Company, and at such other times as Manager may determine is appropriate to reflect the economic arrangement among the parties.

1.9 “Certificate of Formation” means the Certificate of Formation of Company filed under the Act with the Delaware Secretary of State.

1.10 “Code” means the Internal Revenue Code of 1986.

1.11 “Company” is defined in the preamble.

1.12 “Company Minimum Gain” with respect to any Fiscal Year means the “partnership minimum gain” of Company with respect to such Fiscal Year, as defined in Treasury Regulations § 1.704-2(b)(2) and determined in accordance with Treasury Regulations § 1.704-2(d).

 

2

1.13 “Contribution” of a Member means the amount of money and the gross Fair Market Value on the date contributed of property as determined by Manager (net of any liability assumed by Company or to which the property is subject), contributed to the capital of Company by such Member, or services rendered by such Member to or for the benefit of Company.

1.14 “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings.

1.15 “Covered Person” is defined in Section 10.1.

1.16 “Distributable Cash” at any time means that portion of the cash then on hand or in accounts of Company at a bank or other financial institution that Manager determines is available for Distribution at such time, taking into account (a) the amount of cash required to pay all current expenses, liabilities, and obligations of Company (whether for expense items, capital expenditures, improvements, retirement of indebtedness, or otherwise) and (b) the amount of cash reserves that Manager deems desirable to pay future expenses, liabilities, obligations, capital expenditures, improvements, retirements of indebtedness, operations, and contingencies, known or unknown, liquidated or unliquidated, including liabilities that may be incurred in litigation and liabilities undertaken pursuant to the indemnification provisions of this Agreement.

1.17 “Distribution” means the transfer of money or property by Company to one or more Members with respect to their respective Interests, without separate consideration.

1.18 “Fair Market Value” of property means the amount that would be paid for such property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell.

1.19 “Fiscal Year” means Company’s taxable year, which shall be the calendar year or such other taxable year as may be selected by Manager in accordance with applicable law.

1.20 “Interest” means (a) a Member’s overall interest as a Member of Company or any class, if applicable, including the Member’s interest in Profit, Loss, special allocations, Distributable Cash or other Distributions, rights to vote or participate in the management of Company, and rights to information concerning the business and affairs of Company or (b) any part thereof Transferred in accordance herewith.

1.21 “Interest Rate” means the lesser of (a) fifteen percent (15%) per annum or (b) the highest nonusurious rate that would be permitted by applicable law.

1.22 “Kovacevich” means Martin Kovacevich, as trustee of the Kovacevich Separate Trust, or any permitted successor-in-interest to its entire Interest.

1.23 “K-W Properties” means K-W Properties, a California corporation, or any permitted successor-in-interest to its entire Interest.

 

3

1.24 “Liquidation Value” means the amount a Person would receive with respect to such Interest if Company sold all of its assets for cash equal to their Fair Market Value on such date, paid all of its liabilities from such cash on such date, and Company liquidated on such date, distributing the remaining cash, if any, to the Members pursuant to the terms of this Agreement.

1.25 “Majority Consent” means the affirmative vote or written consent of Members owning more than 50% of the Percentages owned by the Members.

1.26 “Manager” means each Person designated as such pursuant to Section 5.2, until such Person ceases to be a Manager pursuant to this Agreement or a non-waivable provision of the Act. Each Manager is a “manager,” as meant in the Act.

1.27 “Member” means a Person admitted to Company as a Member pursuant to the provisions of this Agreement, in each case until such Person ceases to be a Member pursuant to this Agreement or a non-waivable provision of the Act. Each Member is a “member,” as meant in the Act.

1.28 “Member Minimum Gain” with respect to a Fiscal Year means the “partner nonrecourse debt minimum gain” of Company with respect to such Fiscal Year as defined in Treasury Regulations § 1.704-2(i)(2) and determined in accordance with Treasury Regulations §1.704-2(i)(3).

1.29 “Member Nonrecourse Deduction” with respect to a Fiscal Year means the “partner nonrecourse deductions” of Company with respect to such Fiscal Year as defined in Treasury Regulations § 1.704-2(i)(1) and determined in accordance with Treasury Regulations § 1.704-2(i)(2).

1.30 “Nonrecourse Deductions” with respect to a Fiscal Year means the “nonrecourse deductions” of Company with respect to such Fiscal Year as defined in Treasury Regulations § 1.704-2(b)(1) and determined in accordance with Treasury Regulations § 1.704-2(c).

1.31 “Officer” means any natural person designated as such pursuant to Section 5.5.

1.32 “Percentage” means the percentage set forth on Schedule A with respect to a Member, as the same may be adjusted pursuant to this Agreement, or, with respect to an Assignee, the Assignee’s share in Profits, Losses, allocations of income, gain, loss, deduction, or credits, and Distributions.

1.33 “Person” means any natural person or entity, association, company, corporation, joint stock company, joint venture, limited liability company, organization, partnership (including a general partnership, limited partnership, or limited liability partnership), trust, real estate investment trust, government (including any agency, department, bureau, board, division, or instrumentality thereof), nation, state, or liquidator, receiver, or trustee.

1.34 “Profit” and “Loss” mean, with respect to a Fiscal Year, the taxable income and taxable loss, as the case may be, of Company with respect to such Fiscal Year, as determined by Manager in accordance with federal income tax principles, including items required to be separately stated, taking into account income that is exempt from federal income taxation, items

 

4

that are neither deductible nor chargeable to a capital account and rules governing depreciation and amortization, except that, in computing taxable income or taxable loss, the tax “book” value of an asset will be substituted for its adjusted tax basis, if the two differ, and any gain, income, deduction, or loss specially allocated under Section 6.4 shall be excluded from the computation. Any adjustment pursuant to Treasury Regulations §§ 1.704-1(b)(2)(iv)W and (g) shall be treated as Profit or Loss from the sale of property. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m)(2) or (4) as a result of a distribution to a Member in complete liquidation of his Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment reduces such basis) and such gain or loss shall be specially allocated to the Members in accordance with their respective Percentages, if Treasury Regulations § 1.704-1(b)(2)(iv)(m)(2) applies, and to the Member to whom such distribution was made if Treasury Regulations § 1.704-1(b)(2)(iv)(m)(4) applies.

1.35 “Property” is defined in Section 2.4.

1.36 “Securities Act” means the Securities Act of 1933. 1.37 “SPA LLC” is defined in the recitals.

1.37 “Sunrise GP” is defined in the recitals.

1.38 “Tax Matters Partner” means the Person as such designated pursuant to Section 8.5(a).

1.39 “Transfer” means an assignment, sale, transfer, pledge, hypothecation, or other disposition or creation of a security interest, whether direct or indirect; voluntary, involuntary, or by operation of law; for value or not for value, including any transfer by gift, devise, or intestate succession; upon the termination of a trust; as a result of or in connection with any property settlement or judgment incident to a divorce, dissolution of marriage, or separation; or by decree of distribution or other court order.

1.40 “Treasury Regulations” means the regulations promulgated by the United States Treasury Department pertaining to the United States federal income tax.

1.41 “Unpaid Preferred Return” of a Member at a particular time means the excess, if any, of (a) an amount equal to 15% per annum, compounded annually, on that Member’s aggregate amount of Unreturned Contributions as of that time, over (b) the amount of Distributions theretofore made to that Member pursuant to Section 6.6(a)(ii), applying those conventions and otherwise computed as reasonably determined by the Manager.

1.42 “Unreturned Contributions” of a Member at any time means the excess, if any, of (a) the aggregate amount of Contributions in money or property by such Member through such time, over (b) the aggregate amount Distributed to such Member pursuant to Section 6.6(a)(i) through such time.

 

5

ARTICLE II

ORGANIZATIONAL MATTERS

2.1 Name. The name of Company shall be KW Sunrise Carlsbad, LLC,” or upon compliance with applicable law, such other name as Manager may determine. The business of Company shall be conducted under such name.

2.2 Term. Company’s existence commenced upon the filing of its Certificate of Formation with the Delaware Secretary of State on September 20, 2010 and shall continue until such time as Company is dissolved and wound up pursuant to Article IX.

2.3 Office. The principal office of Company shall be located at 9701 Wilshire Blvd Suite 700, Beverly Hills, CA 90212, or at such other place as Manager may determine from time to time. Company shall also have such additional offices as Manager may determine from time to time.

2.4 Purpose of Company. Company’s purpose is to engage in any lawful business activity in which a limited liability company formed under the Act may engage; however, its primary purposes shall be to act as the sole member of SPA, LLC, whose limited purpose is to own an undivided interest, hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise deal with those certain parcels of real property, together with all improvements located thereon, at 2382 Faraday Avenue and 2386 Farady Avenue, Carlsbad, California, commonly known as One Carlsbad Research Center (“Property”).

2.5 Intent. The Members intend that Company shall be treated as a “partnership” for federal income tax purposes and that Company not be operated or treated as a “partnership” for purposes of Section 303 of the United States Bankruptcy Code. No Member or Manager shall take any action inconsistent with either such express intent without Majority Consent.

2.6 Agent for Process. The name of Company’s registered agent for service of process and the business address of Company’s registered office in the State of Delaware are The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801 or such other Person with such other address as the Manager may appoint from time to time.

2.7 Qualification. Company shall qualify to do business in each jurisdiction where Manager determines that such qualification is required.

ARTICLE III

CONTRIBUTIONS AND CAPITAL ACCOUNTS

3.1 Contributions.

(a) Each Member has contributed to Company the Contribution specified opposite such Member’s name on Schedule A.

(b) If Manager determines that Company needs additional equity capital, Company shall give each Member at least 10 days notice of the amount of and reasons for the

 

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additional funds, the additional amount to be contributed by each Member (which shall equal the Member’s Percentage of the additional funds being called), and the date by which the additional Contributions must be made (a “Call”).

(c) Except as set forth in this Section 3.1 or pursuant to Section 3.2, no Member shall be required to make any Contribution or loan to Company. Except as provided in this Section 3.1 or pursuant to Section 3.2, no Member may make a Contribution or loan to Company, without Manager’s consent, which Manager shall not give, unless, concurrently, all Members are afforded the opportunity, on the same terms, to make Contributions or loans, as the case may be, in amounts proportionate to their respective Percentages.

3.2 Default by a Member. If a Member fails to timely make any required Contribution (a “Defaulting Member”), in Manager’s sole discretion, Company may take any of the actions set forth in Sections 3.2 (a) through (c):

(a) Company may request the non-Defaulting Members to voluntarily pay to Company amounts, in proportion to their respective Percentages, totaling up to the amount of such defaulted Contribution (the “Defaulted Amount”). Company’s request (an “Overcall”) shall state whether such payments (“Overcall Payments”) will be treated as loans pursuant to Section 3.2(a)(i) or additional Contributions pursuant to Section 3.2(a)(ii). If fewer than all non-Defaulting Members wish to make Overcall Payments, Company may request the non-Defaulting Members wishing to make Overcall Payments to increase the amounts thereof, in proportion to the respective Percentages of the non-Defaulting Members wishing to so increase their Overcall Payments, as necessary for the Overcall Payments to total the Defaulted Amount or in such proportions as they otherwise agree;

(i) If Manager so determines, the Overcall Payments shall be treated as demand loans by the non-Defaulting Members to the Defaulting Member, bearing interest at the Interest Rate, and a Contribution by the Defaulting Member of the Defaulted Amount. Until the Overcall Payments shall be fully repaid (with interest), any amount otherwise Distributable by Company to the Defaulting Member shall be paid instead to the non-Defaulting Members that shall have made the Overcall Payments, pro rata in respect of the outstanding balances thereof;

(ii) If Manager so determines, the Overcall Payments shall be treated as Contributions by the non-Defaulting Members making them, in which case, the Defaulting Member’s Percentage shall be reduced pro rata and the Percentage of the non-Defaulting Members making them shall be adjusted to reflect the new relative proportions thereof.

(b) Unless the Defaulted Amount is fully funded by an Overcall, Company may treat amounts paid by the non-Defaulting Members with respect to the Call as loans to Company, bearing interest at the Interest Rate and maturing in one year. Company may not make any Distribution until such loans are repaid in full (with interest); or

(c) Company may (i) extend the Defaulting Member’s time for payment, with interest at the Interest Rate, of the Call or (ii) waive the Defaulting Member’s payment, in whole or part, of the Call, in which case the Members’ respective Percentages shall be adjusted in proportion to their respective Capital Accounts.

 

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(d) In each case, the Defaulting Member shall be liable for any costs incurred by Company or any non-Defaulting Member in enforcing its or his rights pursuant to this Section 3.2. Each Defaulting Member hereby grants a security interest in such Defaulting Member’s Interest, to secure the Defaulting Member’s obligations pursuant to this Section 3.2, and authorizes Manager to file UCC financing statements on behalf of Company or Defaulting Members with respect thereto.

3.3 Capital Accounts. Company shall establish and maintain a separate Capital Account for each Member.

3.4 No Interest. No Member shall be entitled to receive interest on the Member’s Contribution or Capital Account.

3.5 Certificates of Interest. In Manager’s sole discretion, Company may issue certificates representing outstanding Interests, in such form and bearing such legends as Manager may determine.

ARTICLE IV

MEMBERS

4.1 Members. Each Member’s name, address, telecopier number, Contribution, and Percentage is set forth on Schedule A. Company shall amend Schedule A from time to time to reflect any change of which Company becomes aware in any of the foregoing.

4.2 Resignations. No Member may resign from Company prior to its dissolution and winding up except with Manager’s prior written consent, which may be withheld, delayed, or conditioned in Manager’s sole discretion. A Member that purports to resign in contravention of this Agreement shall not be entitled to any Distribution or other amount referred to in Section 18604 of the Act as a result of such purported resignation and shall be liable to Company and the other Members for any damages suffered by them as a result of such purported resignation.

4.3 Action by Members.

(a) Except as otherwise specifically provided herein, no Member, in such capacity, shall (i) manage or participate in managing Company, (ii) transact any business on behalf of Company, or (iii) have any power or authority to bind Company.

(b) Members shall not be required to hold Meetings, except as provided in this Section 4.3(b). Meetings of Members may be called by Manager and shall be called by Manager at the written request by Majority Consent, setting forth a proposal upon which Members are entitled to vote. Members may participate in any meeting through the use of conference telephones or similar communications equipment, by means of which all Persons participating can hear one another. A Member so participating is deemed present in person at the meeting. Other than matters incidental to the conduct of the meeting, only those proposals identified in the meeting notice may be considered at the meeting, and, except as otherwise provided herein, Majority Consent shall be required to adopt any such proposal.

 

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(c) Manager shall give Members at least two Business Days’ prior written notice of the meeting, stating the place, date, conference call-in number, and time of the meeting; each proposal to be considered at the meeting; and, if applicable, the name of the Member requesting the call of the meeting. Notice of a meeting need not be given to any Member who submits a signed waiver of notice, in person or by proxy, whether before, at, or after the meeting. All such waivers shall be filed with Company’s minutes of the meeting. A Member’s attendance at the meeting, whether in person or by proxy, without protesting the lack of proper notice before the business of the meeting has begun, shall constitute a waiver of notice by such Member.

(d) Members owning in total not less than the Percentage necessary to take action by vote at a meeting may take such action, without prior notice or a vote, by signed written consent or consents setting forth the action being taken, delivered to Manager within 60 days after the date of the earliest signature.

(e) Company shall keep the minutes of each meeting, file such minutes and each written consent with Company’s records and promptly notify all Members of action taken by written consent of fewer than all Members.

ARTICLE V

MANAGEMENT

5.1 Management by Manager.

(a) Except as otherwise expressly provided in this Agreement or as expressly required by a non-waivable provision of the Act, the management of Company shall be vested exclusively in one Manager, who shall have exclusive authority to bind Company. No Person dealing with Company shall have any obligation to inquire into the power or authority of Manager to act on behalf of Company.

(b) Without limiting the generality of the foregoing, Manager, acting alone and without obtaining any approval from the Members except only as required in Section 5.3 or the Act, shall have the exclusive power and authority to cause the Company:

(i) to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Act, whether in the state of California or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii) to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii) to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with any Member or Manager, any Affiliate thereof or any agent of the

 

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Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v) to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi) to indemnify any Person in accordance with the Act and to obtain any and all types of insurance;

(vii) to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x) to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi) to open one or more bank accounts in the name of the Company at such bank or banks, and having such restrictions, as in each case the Managers shall determine;

(xii) to issue Interests in accordance with the terms of this Agreement;

(xiii) to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xiv) to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing, including to cause SPA LLC to do any of the foregoing.

(c) Without limiting the generality of the foregoing, the Company, the Manager or any Officer on behalf of the Company, are authorized to enter into, execute, deliver and perform the Redemption Agreement and to cause SPA LLC to enter into, execute, deliver and perform the Loan Modification Agreement, dated as of the date hereof, by and among SPA LLC, KW Fund 1-Carlsbad 1, L.P. and Helios AMC, LLC), and all documents, agreements,

 

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certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Manager or any Officer to enter into other agreements on behalf of the Company.

(d) Manager shall perform its duties lawfully, in good faith, and in Company’s best interest and devote such time and effort as it deems appropriate to so perform its duties. The Members acknowledge that Manager has significant other business commitments that require a substantial portion of Manager’s time and attention. No Manager or Officer shall have any fiduciary or other duty to the Company, the Members or any other stakeholder in the Company. Manager shall not be subject to the corporate opportunity doctrine as applied from time to time under Delaware law; and provided further that no Manager shall be personally liable to the Company or the Members for monetary damages for breach of fiduciary duty.

5.2 Designation, Resignation, and Removal of Manager.

(a) K-W Properties is initially designated as Manager. If the Person designated as Manager resigns as Manager pursuant to Section 5.2(b), or is removed pursuant to Section 5.2(c), the vacancy shall be filled by Majority Consent. Company shall promptly notify all Members of such designation.

(b) Manager may resign upon 10 days prior written notice to the Members. Resignation as Manager shall not affect Manager’s Interest, if any, as a Member.

(c) Manager may be removed upon notice by Majority Consent at any time, without cause; provided, however, that such removal shall not impair any rights of Manager (other than in Manager’s capacity as such) under any employment agreement with Company. If such Person is a Member, its status as such shall be unaffected by any removal.

5.3 Limitations on Powers of Manager. Notwithstanding anything herein to the contrary, without Majority Consent, no Manager may cause or permit Company to or on Company’s behalf:

(a) amend, restate, or revoke the Certificate of Formation or, except as expressly provided in 4.1, or 11.5(b), amend this Agreement;

(b) merge or consolidate with or into another Person, convert to another form of entity, or transfer to or domesticate or continue in another jurisdiction if the Persons who are Members immediately prior to the transaction do not Control the surviving entity;

(c) dissolve and wind up the affairs of Company;

(d) sell, assign, exchange, lease, mortgage, pledge or otherwise transfer or encumber all or substantially all of the assets of Company; or

(e) take any action respecting which any other provision of this Agreement requires the Members’ consent.

 

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5.4 Compensation.

(a) Manager shall receive no compensation from Company for services as Manager, but Company shall reimburse Manager for all reasonable out-of-pocket costs and expenses that Manager incurs in such capacity.

5.5 Officers.

(a) Manager may appoint such Officers, fix their compensation, and delegate to and withdraw from any of them such powers and duties with respect to the Company’s business and Company’s affairs as Manager may determine from time to time. Each Officer shall serve at the pleasure of Manager and perform his/her duties lawfully, in good faith, and in Company’s best interest. An individual may hold any number of offices. No vacancy in any office, however occurring, shall constitute a breach of this Agreement or impair Company’s authority to act in any manner or with respect to any matter.

(b) Manager initially appoints the following Officers, the authority and responsibilities normally accorded a Person holding such office of a Delaware corporation, or as otherwise determined by Manager from time to time, but subject, in any case, to Manager’s direction and control (subject to change by Manager as set forth in the first sentence of Section 5.5(a)): (i) A President, who initially shall be Barry Schlesinger, and (ii) three Vice Presidents, who initially shall be William J. McMorrow, Freeman A. Lyle and John C. Prabhu.

ARTICLE VI

ALLOCATIONS OF PROFIT, LOSS AND DISTRIBUTIONS

6.1 No Priorities of Members. No Withdrawals of Capital. Except as otherwise specified in this Agreement, no Member shall have a priority over any other Member as to any allocation of Profit, Loss, special allocation, or Distribution from profits or in return of capital. No Member shall have any right to withdraw any Contribution, in whole or part, except as a result of the dissolution and winding up of Company, and, in such case, no Member shall have the right to demand or receive property other than cash. No Member, by reason of his Interest, has any right to, interest in, or claim against any specific Company property.

6.2 Allocation of Profit and Loss. Profit or Loss for each Fiscal Year shall be allocated to the Members in such a manner that, at the end of such Fiscal Year, the Capital Account of each Member shall, to the extent possible, equal the amount which would have been distributed to such Member pursuant to a hypothetical liquidation. For this purpose, a hypothetical liquidation means that all assets of the Company are disposed of in a taxable disposition for the “book” value of such assets (but in the case of assets subject to the rules governing minimum gain chargeback or Member Minimum Gain chargeback, such provisions would apply), the debts of the Company are paid, and the remaining amounts are distributed to the Members pursuant to Section 9.3. If for any Fiscal Year, such an allocation of Profit or Loss does not permit the Capital Accounts of Members to be made to equal the amount which would have been distributed to Members pursuant to a hypothetical liquidation, then instead of allocating Profit or Loss, a pro rata share of individual items of gross income, gain, loss or deduction (which were the components of Profit or Loss) shall be allocated among the Members

 

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in such a manner that, at the end of such Fiscal Year, the Capital Account of each Member shall, to the extent possible, equal the amount which would have been distributed to such Member pursuant to a hypothetical liquidation.

6.3 [Intentionally omitted]

6.4 Special Allocations.

(a) If there is a net decrease in Company Minimum Gain during any Fiscal Year, the minimum gain chargeback provisions described in Treasury Regulations § 1.704-2(f) and (g) shall apply.

(b) If there is a net decrease in Member Minimum Gain during any Fiscal Year, the partner minimum gain chargeback provisions described in Treasury Regulations § 1.704-2(i) shall apply.

(c) If a Member unexpectedly receives an adjustment, allocation, or Distribution described in Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), which adjustment, allocation, or distribution creates or increases a deficit balance in that Member’s [Adjusted] Capital Account, the “qualified income offset” provisions described in Treasury Regulations § 1.704-1(b)(2)(ii)(d) shall apply.

(d) Nonrecourse Deductions shall be allocated to the Members in proportion to their respective Percentages.

(e) Member Nonrecourse Deductions shall be allocated to the Members as required by Treasury Regulations § 1.704-2(i)(1).

(f) The special allocations in this Section 6.4 are intended to comply with certain requirements of the Treasury Regulations and shall be interpreted consistently therewith. The Members intend that any special allocation pursuant to this Section 6.4 shall be offset with other special allocations pursuant to this Section 6.4. Accordingly, special allocations of income, gain, loss, or deduction shall be made in such manner that, in the reasonable determination of Manager, taking into account likely future allocations under this Section 6.4, after such allocations are made, each Member’s Capital Account is, to the extent possible, equal to the Capital Account it would have been were this Section 6.4 not part of this Agreement.

6.5 Tax Allocation Matters.

(a) Each Member’s allocable share of Company taxable income or loss, depreciation, depletion, amortization, or gain or loss with respect to any contributed property, or with respect to Company property that is revalued pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(f) and (g) or Section 1.8, shall be determined in the manner (and as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing (or deemed to be contributing) it and the Fair Market Value of the property at the time of its contribution or revaluation, as the case may be, as

 

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determined by the Manager. Company shall apply Section 704(c)(1)(A) by using any method chosen by the Manager which is permissible by applicable law.

(b) MEMBER RECOURSE DEDUCTIONS. Member Recourse Deductions for any Fiscal Year shall be allocated to the Members in proportion to their respective economic risks of losses under Treasury Regulations § 1.752-2 with respect to each underlying Company liability. To the extent that a Member is allocated a deduction pursuant to this Section 6.5(b) in a Fiscal Year, such Member shall be allocated Company income and gain (other than amounts required to be specially allocated pursuant to other provisions hereof) in the next Fiscal Year (and, if necessary, for subsequent Fiscal Years) until such allocation is reversed. “Member Recourse Deduction” with respect to a Fiscal Year means a Company loss or deduction with respect to such Fiscal Year that (i) is attributable (under Code Section 704(b) and the Treasury Regulations thereunder) to a Company liability that is recourse for purposes of Treasury Regulations § 1.1001-2, and (ii) a Member or a related person (within the meaning of Treasury Regulations § 1.752-4(b)) to a Member bears all or a portion of the economic risk of loss under Treasury Regulations § 1.752-2 with respect to such Company liability.

(c) If Company has taxable income in any Fiscal Year that is characterized as ordinary income under the recapture provisions of the Cod; each Member’s distributive share of taxable gain or loss from the sale of Company assets (to the extent possible) shall include a proportionate share of this recapture income equal to that Member’s share of prior cumulative depreciation deductions with respect to the assets giving rise to the recapture income.

(d) If Company is required to recognize any interest income pursuant to Section 483 or Sections 1271 through 1288 of the Code in connection with any Member’s obligation to make a Contribution, such interest income shall be specially allocated to such Member, and the amount of such interest income shall be excluded from the Contributions credited to such Member’s Capital Account in connection with the payment of such obligation.

(e) INTENT OF ALLOCATIONS. The Members intend that the allocation provisions of this Agreement will produce a final Capital Account balance immediately prior to liquidating Distributions (after giving effect to all contributions, allocations, Distributions (other than in winding up) and other Capital Account adjustments for all Fiscal Years, including the Fiscal Year in which the winding up occurs) for each Member that will equal the amount such Member will receive upon the dissolution and winding up of Company. If such allocations would fail to produce such final Capital Account balances, Manager may, in its sole discretion, require Profit, Loss, special allocations, or items thereof to be allocated among the Members so as, in the determination of Manager, to achieve such result to the extent possible.

(f) All items of Company income, gain, loss, deduction, and credit shall be allocated among the Members for federal income tax purposes in a manner consistent with the allocation of the corresponding items under this Article VI.

6.6 Distributions.

(a) Company shall make Distributions in cash to the extent there is Distributable Cash, or in property, at such times and in such amounts as the Manager may

 

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determine. Prior to the dissolution of Company, any amount that is distributed under this Section 6.6(a) shall be distributed to the Members in the following order of priority:

(i) First, to the Members in accordance with and to the extent of their respective Unreturned Contributions;

(ii) Second, to the Members in accordance with and to the extent of their respective Unpaid Preferred Returns; and

(iii) Any remaining Distributions shall be distributed to the Members as follows: (i) 85% to K-W Properties, and (ii) 15% to Kovacevich.

(b) Notwithstanding anything herein to the contrary, Company shall make no Distribution to a Member in violation of the Act.

(c) DISTRIBUTIONS OF NONRECOURSE LIABILITIES. To the extent permitted by Treasury Regulation § 1.704-2(h)(3), the Manager shall endeavor to treat Distributions of Distributable Cash as having been made from the proceeds of a Nonrecourse Debt or a Member Nonrecourse Debt, only to the extent that such Distribution would cause or increase a deficit balance in a Member’s Adjusted Capital Account. “Member Nonrecourse Debt” means the “partner nonrecourse liability” or “partner nonrecourse debt” of Company as defined in Treasury Regulations § 1.704-2(b)(4).

6.7 Additional Allocation Rules.

(a) If there is a change in any Member’s Percentage for any reason during any Fiscal Year, each item of income, gain, loss, deduction, or credit for that Fiscal Year shall be assigned in equal amounts to each day in that Fiscal Year, in the case of items allocated based on Percentages, and the amount of each item so assigned to any such day shall be allocated to the Member whose Percentage changed, based upon such Member’s Percentage at the close of that day. Notwithstanding the foregoing, the net amount of gain or loss realized by Company in connection with any sale or other disposition of property other than in the ordinary course of business shall be allocated solely to Members having a Percentage on the date of such sale or other disposition.

(b) If any Interest is Transferred pursuant to the terms of this Agreement, the transferee shall succeed to the Percentage and Capital Account of the transferor to the extent they are attributable to the Interest so Transferred.

6.8 Order of Application. To the extent that any allocation, Distribution, or adjustment specified in this Agreement affects the results of any other allocation, Distribution or adjustment required herein, the allocations, Distributions and adjustments specified in the following Sections shall be made in the priority listed and in the order set forth therein:

(a) Section 6.6;

(b) Section 6.4;

 

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(c) Section 6.2; and

(d) Section 9.3.

To the extent possible, these Sections shall be applied as if all Distributions and allocations were made at the end of Company’s Fiscal Year. Where any Section depends on the Capital Account of any Member, that Capital Account shall be determined after giving effect to all preceding Sections for the Fiscal Year.

6.9 Allocation of Excess Nonrecourse Liabilities. “Excess nonrecourse liabilities” of Company as used in Treasury Regulations § 1.752-3(a)(3) shall first be allocated among the Members pursuant to the “additional method” described in such section and then in accordance with the Members’ respective Percentages.

6.10 Form of Distribution.

(a) No Member has the right to demand or receive any Distribution from Company in any form other than cash. Except with respect to a Distribution of an asset in kind to all of the Members in proportion to the respective amounts they would have received upon Distribution of cash equal to the Fair Market Value of the asset being distributed, no Member may be compelled to accept a Distribution, whether interim or on dissolution and winding up, of any asset in kind. No Member may be compelled to assume any liability of Company in connection with a Distribution.

(b) Manager shall determine the Fair Market Value of any asset to be distributed in kind (whether as an interim Distribution or on dissolution and winding up) and the Profit, Loss, and special allocations that would have resulted if that asset had been sold for that value, which amounts shall be allocated pursuant to this Article VI, and the Members’ Capital Accounts shall be adjusted to reflect those allocations. The Capital Account of each Member receiving the in-kind Distribution shall be charged with the Fair Market Value of such property as determined by Manager (taking into account any liability secured by the asset that the Member assumes or takes subject to).

6.11 Amounts Withheld. Any amounts withheld from a Member’s Distribution pursuant to any federal, state, local, or foreign tax law shall be treated as distributed to such Member pursuant to Section 6.6 or 9.3. Any other amount that Manager determines is required to be paid by Company to a taxing authority with respect to a Member pursuant to any federal, state, local, or foreign tax law in connection with any payment to or tax liability (estimated or otherwise) of the Member shall be treated as a loan from Company to such Member. If such loan is not repaid within 30 days from the date Manager notifies such Member of such withholding, the loan shall bear interest at the Interest Rate from the date of the applicable notice to the date of repayment. In addition to all other remedies Company may have, Company may withhold Distributions that would otherwise be payable to such Member and apply such amount toward repayment of the loan (and interest). Each Member shall fully cooperate with the efforts of Company to determine and comply with its withholding and reporting obligations and agrees to provide Company with such information as Manager may reasonably request in connection therewith.

 

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ARTICLE VII

TRANSFERS OF INTERESTS AND OTHER RESTRICTIONS

7.1 General Restrictions on Transfers. Except as otherwise expressly provided in this Article VII, no Person may Transfer all or any part of his/its Interest, without Manager’s prior written consent, which may be withheld, delayed, or conditioned in Manager’s sole discretion. Any attempted Transfer in violation of this Article VII hereof shall be null and void ab initio and shall not bind Company, in addition to constituting a material breach of this Agreement.

7.2 Permitted Transfers. Subject to Section 7.3, the restrictions upon Transfer specified in Section 7.1 shall not apply to the following Transfers:

(a) A Member may Transfer all or a part of the Member’s Interest, to (i) another Member; (ii) the spouse or any lineal descendant, over the age of 21, of a Member; (iii) a trust for the exclusive benefit of a Member, a Member’s spouse, or any lineal descendant of a Member; or (iv) a corporation, partnership, or limited liability company wholly owned by any of the foregoing or any such corporation, partnership, or limited liability company; and any Interest or part thereof so transferred may be transferred to the Member or any transferee permitted under this Section 7.2(a).

(b) A Member, other than an individual, may Transfer all or a part of the Member’s Interest to (i) a wholly owned subsidiary; (ii) a Person, other than an individual (“Parent”), of which the Member is a wholly owned subsidiary; or (iii) another Person that is a wholly owned subsidiary of the Member’s Parent; provided that, before any such transferee ceases to be a wholly owned subsidiary of the Member or Member’s Parent, such Interest (or Transferred part thereof) shall be Transferred to a transferee permitted under this Section 7.2(b).

7.3 Further Restrictions on Transfers.

(a) Notwithstanding anything herein to the contrary, no Interest may be Transferred (i) without compliance with the Securities Act and any other applicable securities or “blue sky” laws; (ii) if, in the determination of Manager, the Transfer could result in Company’s (A) not being classified as a partnership for federal income tax purposes or (B) being subject to the Investment Company Act of 1940; (iii) if, in the determination of Manager, the Transfer would result in Company’s termination under Section 708 of the Code, and such termination would have a material adverse effect on Company or the Members; or (iv) if the transferee is a minor or incompetent.

(b) Notwithstanding anything herein to the contrary, no Transfer shall be effective, unless (i) the transferee shall sign an instrument containing such representations and warranties as Manager deems appropriate, pursuant to which the transferee, if an Assignee, shall agree to be bound by this Agreement, or to become a party to this Agreement, if such transferee is to become a Member, and (ii) Company’s expenses incurred with respect to such Transfer shall have been reimbursed in full.

 

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7.4 Status of Transferee or Transferor as Member or Assignee.

(a) After a Transfer of an Interest or part thereof (i) pursuant to Section 7.2(b), (ii) to an existing Member pursuant to Section 7.2(a), (iii) to a personal representative as meant in Section 18-705 of the Act, or (iv) to a Person referred to in Section 7.2(a) in connection with a Member’s death, the transferee shall be admitted as a Member, and any reference herein to the transferring Member shall thereafter refer to the transferee, to the extent of the Interest Transferred. Any other transferee may be admitted as a Member in the Manager’s sole discretion.

(b) An Assignee shall have only the rights of an assignee under Sections 18702(b)(2) of the Act. An Assignee shall have the obligations with respect to the Assignee’s Interest under this Article VII that the Assignee would have, if it were a Member.

(c) A Member shall cease to be such, upon Transfer of all of its Interest.

7.5 Other Activities of Members, Managers, Officers. Nothing in this Agreement shall prevent a Covered Person from engaging or participating in any other activity, enterprise, or project, regardless whether related to Company’s business or competitive with Company. No Covered Person is entitled to participate or otherwise have any interest in any other activity, enterprise, or project, of another Covered Person, unless otherwise agreed between them, or shall incur any liability to Company or any other Covered Person as a result of engaging in any other activity, enterprise, or project. No Covered Person shall be obligated to offer any prospective activity, enterprise, project or opportunity to Company, even if related to Company’s business or competitive with Company.

7.6 Enforcement. The provisions of this Article VII are an essential element in the ownership of an Interest (or part thereof). Company or any Member shall be entitled to require specific performance of any such provision, including those requiring or prohibiting a Transfer of all or a part of an Interest.

ARTICLE VIII

ACCOUNTING, RECORDS, AND REPORTING

8.1 Books and Records.

(a) Company’s books and records shall be kept, and its financial statements prepared, in accordance with the Accounting Method. Company’s books and records shall reflect all Company transactions and shall be appropriate and adequate for Company’s business.

(b) Company shall maintain all of the following at its principal office, with copies available at all times during normal business hours for inspection and copying upon reasonable notice by any Member or its authorized representatives for any purpose reasonably related to the Interest of that Member:

(i) true and full information regarding the status of the business and financial condition of Company;

 

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(ii) promptly after becoming available, a copy of Company’s federal, state, and local income tax returns, if any, for each Fiscal Year;

(iii) a current list of the full name and last known business, residence, or mailing address of each Member and Manager;

(iv) a copy of this Agreement and the Certificate of Formation and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which this Agreement or the Certificate of Formation or any amendments thereto have been executed; and

(v) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed or agreed to be contributed by each Member, and the date on which each became a Member.

(c) Notwithstanding Section 8.1(b), Company may keep confidential from a Member any information that (i) Manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which Manager in good faith believes is not in the best interest of Company or could damage Company or its business, or (ii) Company is required by law or agreement with a third party to keep confidential.

8.2 Reports. Company shall cause to be prepared and duly and timely filed, at Company’s expense, all tax returns required to be filed by Company. Within 90 days after the end of each Fiscal Year, Company shall send to each Member such information relating to Company as required by law, together with such additional information as Manager determines is necessary for the Member to complete its federal, state, and local income tax returns that include such Fiscal Year.

8.3 Accounts; Invested Funds. All Company funds shall be deposited in such account or accounts of Company as Manager determines and, in any case, shall not be commingled with the funds of any other Person. All withdrawals therefrom shall be made upon checks signed by such Persons and in such manner as Manager determines. Temporary surplus funds of Company may be invested in commercial paper, time deposits, short-term government obligations, or other investments, as Manager determines.

8.4 Tax Elections. No Member or Manager shall elect to treat Company as an association taxable as a corporation without Majority Consent. Except as otherwise expressly provided herein, Company shall make such tax elections as Manager may determine, in its sole discretion.

8.5 Tax Matters Partner.

(a) As long as it qualifies as tax matters partner under the Code, Manager shall be the Tax Matters Partner. If there is no Tax Matters Partner, the Person meeting the requirements for a tax matters partner under Code Section 6231(a)(7) and designated by Majority Consent shall be the Tax Matters Partner.

 

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(b) The Tax Matters Partner shall have all of the powers and authority of a tax matters partner under the Code. The Tax Matters Partner shall represent Company at Company’s expense in connection with all administrative or judicial proceedings by the Internal Revenue Service or any taxing authority involving any tax return of Company and may expend Company’s funds for professional services and costs associated therewith.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Dissolution. Company shall be dissolved, and its affairs wound up, only upon the first to occur of the following:

(a) subject to Section 5.3, a determination by Majority Consent to

(i) dissolve Company or

(ii) sell all or substantially all of Company’s assets; or

(b) entry of a judicial decree of dissolution of Company pursuant to the Act.

9.2 Agreement to Remain in Effect. Dissolution of Company shall be effective on the day on which the event occurs giving rise to the dissolution, but Company shall not terminate until its assets have been liquidated and distributed as provided herein. Notwithstanding a dissolution, prior to termination, the business and the rights and obligations of the Members, as such, shall continue to be governed by this Agreement.

9.3 Winding Up. Upon the occurrence of any event specified in Section 9.1, Manager or, in absence of a Manager, a person designated by Majority Consent, shall, in the name of, and for and on behalf of Company, prosecute and defend suits, whether civil, criminal, or administrative, gradually settle and close Company’s business, dispose of and convey its property, discharge or make reasonable provision for Company’s liabilities, and distribute to the Members any remaining assets, which shall be distributed as follows:

(a) first, in accordance with Sections 18-804(a)(1) and (b) of the Act;

(b) second, in satisfaction of liabilities for distributions under Section 18-601 of the Act; and

(c) third, to the Members, in accordance with Section 6.6.

9.4 No Liability. Notwithstanding anything herein to the contrary, upon a liquidation within the meaning of Treasury Regulations § 1.704-1(b)(2)(ii)(g), if any Member has a deficit Capital Account balance (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all Fiscal Years, including the Year in which such liquidation occurs), neither that Member nor Manager shall have any obligation to make any contribution to Company’s capital, and the deficit balance of that Member’s Capital Account shall not be considered a debt owed by that Member or Manager to Company or to any other Person for any purpose whatsoever.

 

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9.5 Limitations on Payments Made in Dissolution. Each Member shall be entitled to look only to Company’s assets for the return of that Member’s positive Capital Account balance, and no Member, Manager, or Officer shall have any personal liability therefor.

9.6 Certificate of Cancellation. Upon completion of the winding up of Company’s affairs, Company shall file a certificate of cancellation with the Delaware Secretary of State. Company shall also file such withdrawals of qualification to do business and take such other actions in such jurisdictions as Manager determines necessary or appropriate to terminate Company’s legal existence.

ARTICLE X

LIMITATION OF LIABILITY; INDEMNIFICATION

10.1 Limitation of Liability.

(a) Company’s debts, obligations, and liabilities, whether arising in contract, tort or otherwise, shall be solely the debts, obligations, and liabilities of Company. No Member, Manager, or Officer (each, a “Covered Person”) shall be obligated personally for any such debt, obligation, or liability, solely by reason of being such.

(b) No Covered Person shall have any personal liability to Company or any Member on account of such Covered Person’s acts or omissions in connection with the conduct of Company’s business or the business of another Person of which the Covered Person is serving, at Company’s request, as a member, manager, partner, director, officer, employee, or other agent, except for acts or omissions of willful misconduct, knowing violations of law or from which the Covered Person derives an improper personal benefit.

10.2 Indemnification. Company shall indemnify and hold harmless any Person made, or threatened to be made, a party to an action or proceeding, whether civil, criminal or investigative (a “proceeding”), including an action by or in the right of Company, by reason of the fact that such Person was or is a Member (including in the capacity of the Tax Matters Partner), Manager, or Officer or was or is serving, at Company’s request, as a member, manager, partner, director, officer, employee, or other agent of another Person, from and against all judgments, fines, amounts paid in settlement and reasonable expenses (including of investigation and accounting and attorneys’ fees) incurred as a result of such proceeding, any appeal therein, or in enforcing this provision, if such Person acted in good faith, in a manner such Person reasonably believed to be in or not opposed to Company’s best interest, and, in addition, in a criminal proceeding, had no reasonable cause to believe that his/its conduct to be unlawful. The termination of any such civil or criminal proceeding by judgment, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that such Person is not entitled to indemnification hereunder.

10.3 Expenses. Company shall advance the expenses incurred by the indemnified Covered Person in defending any such proceeding in advance of its final disposition, provided such Covered Person agrees to repay any amount for which it is ultimately determined such Person is not entitled to be indemnified under this Article X.

 

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10.4 Indemnification of Employees and Agents. In addition to the indemnification and advance of expenses provided in Sections 10.3 and 10.4, Company may, to the extent authorized from time to time by Manager, grant rights to indemnification and to advance of expenses to any employee, independent contractor, or agent of Company or to their officers, directors, shareholders, partners, members, managers, employees, independent contractors, or agents, up to the extent such indemnification or advance of expenses may be provided to a Member, Manager, or Officer pursuant to Sections 10.3 and 10.4.

10.5 Contract Right; Nonexclusive. The right to indemnification conferred in this Article X shall be a contract right. The right to indemnification and advance of expenses conferred in this Article X shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, agreement, or insurance policy.

10.6 Insurance. Company may purchase and maintain insurance on behalf of a Covered Person (and for each Person who was a Manager, Member, or Officer for a reasonable period after ceasing to be such) against any liability that may be asserted against that Person and incurred by that Person in any such capacity or arising out of that Person’s connection with Company. In addition, Company may purchase and maintain insurance on behalf of any other Person who is or was an employee, independent contractor, or agent of Company, or their officers, directors, shareholders, partners, members, managers, employees, independent contractors, or agents, regardless whether Company would be required to indemnify that Person against liability under the provisions of this Article X or applicable law.

ARTICLE XI

MISCELLANEOUS

11.1 Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof. No provision of this Agreement may be explained or qualified by any prior or contemporaneous understanding, negotiation, discussion, conduct, or course of conduct, and, except as otherwise expressly stated herein, there is no condition precedent to the effectiveness of any provision hereof. No party has relied on any representation, warranty, or agreement of any Person in entering this Agreement, except those expressly stated herein.

11.2 Counterparts. This Agreement may be executed in counterparts, including by facsimile or electronic signature, each of which shall constitute an original, but all of which shall constitute one agreement.

11.3 Further Assurances; Power of Attorney. Each party hereto shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement. In addition, each party hereby grants to Manager power of attorney (which power of attorney is coupled with an interest) to execute, deliver, file or record, on behalf of and in the name of such party any agreement or other document that Manager deems appropriate to effectuate the terms of this Agreement, including any amendment hereof or Transfer of any Interest.

 

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11.4 Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: if by hand or recognized courier service, by 4:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; if by fax or email, on the date that transmission is confirmed electronically, if by 4:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as set forth on Schedule A (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions (telephone numbers are for convenience only).

11.5 Amendments; Waivers; Remedies.

(a) This Agreement cannot be terminated orally or by course of conduct, and this Agreement cannot be amended, except pursuant to Section 11.5(b) or as otherwise expressly set forth herein. No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.

(b) This Agreement can be amended only by written consent of Members owning a majority of the Percentages; provided that, without a Member’s written consent, no amendment made pursuant to this sentence shall make such Member personally liable for any obligation of Company or change such Member’s allocations or entitlement to distributions under Article VI; and further provided that this Section 11.5 can be amended only by written consent of all Members. Notwithstanding the foregoing, Manager may amend this Agreement without the consent of Members (i) to reflect valid changes in the Members or their Interests, (ii) to reflect permitted changes in accordance with the terms of this Agreement, or (iii) to clarify any ambiguity herein or to appropriately adjust any mechanics or procedures set forth herein, so long as the rights of the Members, in the Manager’s judgment, are not materially and adversely prejudiced.

(c) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(d) Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.

 

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11.6 Construction of Certain Terms and References; Captions.

(a) In this Agreement:

(i) References to particular sections and subsections, schedules, or exhibits not otherwise specified are cross-references to sections and subsections, schedules, and exhibits of this Agreement;

(ii) The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement;

(iii) Any use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context otherwise requires; “including” means “including without limitation;” “or” means “and/or;” “any” means “any one, more than one, or all;” “written consent” includes a consent transmitted by “electronic transmission,” as defined in Sections 18-302(d) and 18-404(d) of the Act;

(iv) Unless otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules, exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule, regulation, ordinance, or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise modified from time to time; and

(v) Any reference in this Agreement to a “day” (without explicit qualification as a Business Day) shall be interpreted as referring to a calendar day; if any action is required to be taken or notice is required to be given within a specified number of days following a date or event, the day of such date or event is not counted in determining the last day for such action or notice; if any action is required to be taken or notice is required to be given on or by a particular day, and such day is not a Business Day, then such action or notice shall be considered timely if it is taken or given on or before the next Business Day.

(b) Captions are not a part of this Agreement, but are included for convenience, only.

11.7 Arms’-length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arms-length by parties of equal bargaining strength, each represented by counsel and having participated in the drafting of this Agreement. No presumption in favor of or against any party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted it.

11.8 No Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, except as expressly permitted by Article VII. Any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement.

11.9 Transaction Expenses. Except as otherwise expressly provided herein, each party shall pay the fees and expenses of its attorneys, accountants, or financial or other advisors or

 

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otherwise incurred by such party in connection with the negotiation, preparation, execution, and delivery of this Agreement.

11.10 Offset Privilege. Company may offset against any monetary obligation owing from Company to any Member or Manager any monetary obligation then owing from that Member or Manager to Company.

11.11 Choice of Law and Forum; Service of Process; Waiver of Jury Trial.

(a) This Agreement, any disputed matter arising hereunder, including the construction, interpretation, or validity of any provision hereof or performance thereof, or any other matter relating hereto or arising in connection herewith (whether in tort, contract, equity, or otherwise) (any such matter, a “Disputed Matter”) is and shall be governed by and enforced in accordance with the laws of the State of Delaware, excluding its choice of law rules.

(b) Subject to Section 11.11(c) and Section 11.13, no party shall bring or maintain any action or proceeding with respect to any Disputed Matter (“Dispute Proceeding”), except in the state and federal courts sitting in Los Angeles, California. Each party irrevocably submits and consents to the jurisdiction of such court[s], and no party shall object to the laying of venue in any such court or claim that any such court is an inconvenient forum.

(c) Nothing herein shall affect the right of any party to enforce any judgment in any jurisdiction or the rule that any matter of internal governance of a corporation or other entity is determined under the laws of the state pursuant to which the corporation or other entity is incorporated or formed.

(d) Each party irrevocably consents to service of process, by any means authorized in Section 11.4, in respect of any Dispute Proceeding.

(e) Each party waives jury trial in respect of any Dispute Proceeding.

11.12 Litigation Costs. Subject to the provisions of Section 11.13 requiring that disputes be submitted to arbitration, in the event that any dispute between the Company and/or the Members and/or the Manager should result in litigation, the prevailing party in that dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses.

11.13 Arbitration.

(a) Except as otherwise expressly provided herein, in the event of any dispute, claim or controversy (collectively “dispute”) among the parties arising out of or relating to this Agreement or the Certificate of Formation, whether in contract, tort, equity or otherwise, and whether relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement or the Certificate of Formation, that cannot be resolved by the parties, such dispute shall be resolved by and through an arbitration proceeding conducted under the auspices of the American Arbitration Association (or any like organization successor thereto)

 

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(collectively, the “AAA”) in Los Angeles, California. The arbitrability of a dispute shall likewise be determined by arbitration.

(b) The arbitration proceeding shall be conducted under the commercial arbitration rules (formal and informal) of the AAA in as expedited a manner as is then permitted by such rules. Both the foregoing agreement of the parties to arbitrate any and all such disputes, and the results, determinations, findings, judgments or awards rendered through any such arbitration shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction.

(c) The costs of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including each party’s attorneys’ fees and costs), shall be borne by the unsuccessful party or, at the discretion of the arbitrator, may be prorated between the parties in such proportion as the arbitrator determines to be equitable and shall be awarded as part of the arbitrator’s award.

11.14 Waiver of Partition. Each Member hereby waives and renounces any right that such Member may have to institute or maintain an action for partition with respect to any Company property.

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the Members have executed this Agreement, effective as of the date first written above.

 

MEMBER:

K-W PROPERTIES, a California corporation

By:

  

/s/ John C. Prabhu

Name:

  

John Prabhu

Title:

  

Vice President

MEMBER:

/s/ MARTIN A. KOVACEVICH

MARTIN A. KOVACEVICH, as Trustee of the Kovacevich Separate Trust

SCHEDULE A

NAMES, ADDRESSES, CONTRIBUTIONS,

AND PERCENTAGES OF THE MEMBERS

AS OF SEPTEMBER 30, 2010

 

Name, Address and

Telecopy Number

    Contribution*      Percentage  
   $ 2,834,374.00         90 % 

K-W Properties

9701 Wilshire Blvd., Suite 700

Beverly Hills, CA 90212

Facsimile: (310) 887-6409

      

Martin A. Kovacevich, as Trustee of the

Kovacevich Separate Trust

3033 Dumas Street

San Diego, CA 92106

Facsimile: (619) 224-1388

E-Mail: transpac_mk@hotmail.com

     

$

 Initial Capital Account of

300,006.00

   

  

      10 % 

Total

         100 % 

Name and Address of the Manager

K-W Properties

9701 Wilshire Blvd Suite 700

Beverly Hills, CA 90212

 

* The initial Capital Account of each Member is equal to the amount of such Member’s Contribution as stated above.

 

Schedule A

EX-3.33 32 d235317dex333.htm OPERATING AGREEMENT Operating Agreement

Exhibit 3.33

OPERATING AGREEMENT OF

KW MULTI-FAMILY MANAGEMENT GROUP, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT (the “Agreement”) of KW Multi-Family Management Group, LLC, a Delaware limited liability company (the “Company”) is entered into and effective as of October 1, 2007 (the “Effective Date”) by and between K-W Properties, a California corporation (“KWP”) and Kenedix Westwood, LLC, a Delaware limited liability company (“Kenedix”, collectively, with KWP, the “Members”, and each a “Member”). Unless otherwise indicated, capitalized words used in this Agreement shall have the meanings specified in Article 14 of this Agreement.

RECITALS:

A. KW Multi-Family Management Group, Ltd., a Delaware corporation (the “Predecessor Corporation”), was governed by the Delaware General Corporation Code and that certain Agreement Among Members of KW Multi-Family Management Group, Ltd. entered into January 20, 2006. KWP, as to eighty percent (80%) of the shares and Kenedix as to twenty percent (20%) of the shares, were the two Shareholders of the Predecessor Corporation immediately prior to the conversion of the Predecessor Corporation.

B. Effective October 1, 2007, KWP and Kenedix converted the Predecessor Corporation into a Delaware limited liability company known as “KW Multi-Family Management Group, LLC” in accordance with the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) by filing that certain Certificate of Conversion (“Conversion Certificate”) and that certain Certificate of Formation (the “Certificate”) with the Delaware Secretary of State on October 1, 2007.

The Members desire to enter into this Agreement to set forth their respective rights, powers, duties and obligations as Members of the Company, and the management, operations and activities of the Company, shall be governed by this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

ORGANIZATION

1.1 Formation. The Members formed the Company as a Delaware limited liability company pursuant to the Act by filing the Conversion Certificate and the Certificate to convert the Predecessor Corporation to the Company. Except as expressly provided in this Agreement to the contrary, the Members’ rights and obligations and the Company’s administration and termination shall be governed by the Act.

 

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1.2 Name. The Company’s name is “KW Multi-Family Management Group, LLC.” All business of the Company shall be conducted under such name or under such other name or names as the Board of Directors shall determine from time to time.

1.3 Purpose. Notwithstanding anything to the contrary in the Certificate, the Company is organized to (i) provide property management services for multi-family residential projects and (ii) engage in and carry on any lawful business purpose or activity which is required to conduct the foregoing activities in accordance with this Agreement that is not prohibited by the Act or other applicable law (the “Business”).

1.4 Term. The Company’s existence shall continue until dissolved and liquidated pursuant to the provisions of Article 11.

1.5 Registered Agent; Registered Office. The registered agent required by the Act shall be Capitol Services, Inc. and the registered office required by the Act is 615 South Dupont Highway, Dover, Delaware, 19901. The Board of Directors may from time to time change the registered agent and registered office in accordance with the Act.

1.6 Principal Executive Office. The Company’s principal executive office shall be 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, unless changed by mutual consent of the Members.

1.7 Members. Unless and until an additional Member is admitted pursuant to Section 3.2 or a substituted Members is admitted pursuant to the terms of Section 9.2, KWP and Kenedix shall be the sole Members of the Company until they cease to be Members in accordance with the provisions of the Act, the Certificate, or this Agreement. Except as otherwise expressly provided herein, no Member may be removed as a Member of the Company without such Member’s prior written approval.

1.8 Limited Liability. Except as otherwise provided expressly in this Agreement or required by law, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether that debt, obligation or liability arises in contract, tort, or otherwise.

1.9 Tax Classification. The Members intend the Company to be classified as a partnership for federal, and to the maximum extent possible, state income taxes. This classification for tax purposes shall not create or imply a general partnership, limited partnership or joint venture between the Members for state law or any other purpose. Instead, the Members acknowledge the Company’s status as a limited liability company formed under the Act and no Member shall take any action inconsistent with the express intent of the parties to this Agreement.

1.10 Filings.

(a) The Members shall cause additional amendments to the Certificate to be filed whenever required by the Act. The Members shall cause the Company to qualify in California any other state in which the Company will engage in business requiring such qualification. The Members shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws

 

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of Delaware, California, and any other states or jurisdictions in which the Company engages in business. The Members shall cause appropriate fictitious business name and like statements to be filed and published for the Company if and as required for the proper conduct of the Business.

ARTICLE 2

CAPITALIZATION OF COMPANY; MEMBERSHIP INTERESTS

2.1 Capital Contributions.

(a) Capital Contributions. As of the execution of this Agreement, the Members shall be deemed to have made the following Capital Contributions to the Company:

 

KWP

    $ 36,000,000.00   

Kenedix

    $ 9,000,000.00   

The foregoing Capital Contributions reflect the deemed value of each Member’s shares of the amounts contributed to the Predecessor Corporation as set forth in the Predecessor Corporation’s “Agreement Among Shareholders of KW Multi-Family Management Group, Ltd.” effective as of January 20, 2006.

(b) No Additional Contributions. No Member will make or shall be required to make Capital Contributions to the Company in excess of the amounts established pursuant to Section 2.1(a) without the prior written consent of such Member.

2.2 Additional Funds. It is anticipated by the Members that all funds necessary to develop, own, manage, operate and expand the Business will be derived from the Capital Contributions of the Members under Section 2.1, from the revenues of the Company and from third-party borrowings. If the obligations properly incurred (or to be incurred) by the Company from time to time exceed the funds available to the Company from such sources or from the Working Capital of the Company, then, upon the unanimous decision of the Members, one or more Members may loan additional funds to the Company (a “Member Loan”), which shall be reimbursed to such Member(s) by the Company with interest at the Prime Rate prior to distributions to the Members pursuant to Article 6, provided that a Member Loan shall not affect the Percentage Interests set forth in Section 3.1.

2.3 No Interest. No Member shall have the right to receive interest on any Capital Contribution or Capital Account balance.

2.4 Return of Capital. Except as otherwise specifically provided in this Agreement, no Member shall have the right to demand the return of or withdraw, any or all of that Member’s Capital Contribution prior to the dissolution and winding up of the Company. No Member guarantees the return of another Member’s Capital Contribution. No Member is required to contribute or lend any cash or property to the Company to enable the Company to return any Member’s Capital Contribution.

 

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2.5 Member Loan. No Member shall lend or advance money to or for the Company’s benefit without the Board of Directors’ prior written consent except as otherwise expressly provided herein.

ARTICLE 3

MEMBERS

3.1 Members. The name, address, taxpayer identification number and Percentage Interest of each Member are specified on Exhibit A hereto.

3.2 Additional Members. No additional Members may be admitted to the Company without the unanimous consent of the Board of Directors, which consent may be withheld for any reason or for no reason. On the admission of an additional Member pursuant to this Section 3.2, each Member (including the additional Member) shall execute an amendment to this Agreement (a) reflecting the Members’ new Percentage Interests, and (b) evidencing the additional Member’s consent to be bound by the provisions of this Agreement.

3.3 No Withdrawal. No Member may withdraw, retire or resign from the Company.

3.4 Capital Accounts.

(a) A separate Capital Account shall be maintained for each Member. Each Member’s Capital Account shall be credited with (i) the amount of such Member’s Capital Contribution made in cash and the Value of all property contributed by such Member (net of liabilities that are secured by such contributed property), (ii) such Member’s allocated share of Net Income and other items of income and gain of the Company and (iii) the amount of any Company liabilities assumed by such Member. Each Member’s Capital Account shall be reduced by (i) the amount of any cash distributions to such Member and the fair market value of all property distributed in kind to such Member (net of liabilities that are secured by such distributed property), (ii) such Member’s allocated share of Net Losses and other items of deduction and loss of the Company and (iii) the amount of any liabilities of such Member assumed by the Company.

(b) In the event any Membership Interest is Transferred in accordance with the terms of this Agreement, the Assignee or substitute Member shall succeed to the Capital Account of the Transferor Member to the extent it relates to the Transferred Membership Interest.

(c) The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations.

ARTICLE 4

ISSUANCE OF COMPANY CERTIFICATES

4.1 Issuance Of Company Certificates. Upon or at any time after the execution of this Agreement, the Board of Directors may elect to cause the Company to issue Company Certificates in the form of Exhibit B hereto (each, a “Company Certificate”) in the name of each

 

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Member certifying that the Person named therein is the record holder of the Percentage Interests set forth therein. For purposes of this Agreement, the term “record holder” shall mean the person whose name appears on Exhibit A hereto as the Member owning the Percentage Interest at issue.

4.2 Transfer Of Percentage Interests. A Percentage Interest which is transferred in accordance with the terms of this Agreement shall be transferable on the books of the Company by the record holder thereof in person or by such record holder’s duly authorized attorney, but, except as provided in Section 4.3 with respect to lost, stolen or destroyed certificates, in the event a Company Certificate has been issued, no transfer of a Percentage Interest shall be entered until the previously issued Company Certificate representing such Percentage Interest shall have been surrendered to the Company and canceled and a replacement Company Certificate issued to the assignee of such Percentage Interest in accordance with such procedures as the Board of Directors may establish. In the event of a Transfer of less than all of a Member’s Percentage Interests and if Company Certificates have been issued, the Board of Directors shall issue to the transferring Member a new Company Certificate representing the Percentage Interests not being transferred. Except as otherwise required by law, the Company shall be entitled to treat the record holder of a Company Certificate on its books as the owner thereof for all purposes regardless of any notice or knowledge to the contrary.

4.3 Lost, Stolen Or Destroyed Certificates. The Company shall issue a new Company Certificate in place of any Company Certificate previously issued if the record holder of the Company Certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the Board of Directors, that a previously issued Company Certificate has been lost, destroyed or stolen;

(ii) requests the issuance of a new Company Certificate before the Company has notice that the Company Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) indemnifies the Company against any claim that may be made on account of the alleged loss, destruction or theft of the Company Certificate; and

(iv) satisfies any other reasonable requirements imposed by the Board of Directors.

If a Member fails to notify the Company within a reasonable time after it has notice of the loss, destruction or theft of a Company Certificate, and a transfer of the Percentage Interest represented by the Company Certificate is registered before receiving such notification, the Company shall have no liability with respect to any claim against the Company for such transfer or for a new Company Certificate.

ARTICLE 5

MANAGEMENT

5.1 Board of Directors.

5.1.1. Composition. The business and affairs of the Company shall be managed by or under the direction of a board of directors (the “Board of Directors” or “Board”) designated

 

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by the Members. The Members may determine at any time the number of Directors to constitute the Board and may increase or decrease the authorized number of Directors by unanimous vote, upon notice to all Directors. The initial number of Directors shall be five (5). KWP shall have the right to appoint four (4) Directors and Kenedix shall have the right to appoint one (1) Director. A Director need not be a Member. The initial Directors designated by the Members are listed on Exhibit C hereto.

5.1.2 Term; Removal; Vacancies. Each Director appointed by a Member shall hold office until such Director’s earlier death, resignation, or removal by the Member which appointed such Director (the “Terminated Director”). Any vacancy shall be filled by the Member which appointed the Terminated Director by written notice to the other Member and the remaining Directors and Officers. Upon a change in any Director, the Members shall cause Exhibit C to be revised to remove the name of the Terminated Director and add the name of the newly appointed Director.

5.1.3 Meeting of the Board of Directors. The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. All Directors shall receive notice of all meetings of the Board of Directors and shall be entitled to attend all meetings of the Board of Directors and participate in all discussions. Regular meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors. The Board of Directors shall designate a Director or Officer to maintain minutes of each meeting and copies of the minutes shall be circulated to each Director for their review and approval prior to inclusion of the minutes in the Company’s minute book.

5.1.4 Quorum: Acts of the Board. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, provided that the Directors in attendance shall include at least one Director appointed by Kenedix. Except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required. or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

5.1.5 Electronic Communications. Members of the Board may participate in meetings of the Board, by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

 

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5.1.6 Directors as Agents. To the extent of their powers set forth in this Agreement the Directors are agents of the Company for the purpose of the Company’s business, and the actions of the Directors taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Board of Directors, a Director may not bind the Company.

5.2 Approval By Board of Directors.

5.2.1 Unanimous Matters. Notwithstanding anything in this Agreement to the contrary, unanimous approval of the Board of Directors shall be required to cause or permit the Company to do or take any of the following actions (the “Unanimous Matters”):

(i) to alter the primary purpose or to materially change the nature of the Business of the Company as set forth in Section 1.3;

(ii) to change the name, the registered agent, the registered office or the principal executive office of the Company;

(iii) to sell, lease, exchange, hypothecate, encumber or otherwise dispose of all or substantially all of the Company’s assets;

(iv) to modify the requirement for the President to cause the Company to distribute all Available Cash on a quarterly basis pursuant to Article 6;

(v) to borrow funds in the name of the Company or incur any indebtedness for borrowed money except for trade payables in the normal course of business;

(vi) to make a loan of Company funds to any Person, including any Member or any Affiliate;

(vii) to acquire any items of property, tangible or intangible, except in the ordinary course of business;

(viii) to admit an additional Member to the Company;

(ix) to accept additional Capital Contributions other than those expressly provided for in this Agreement;

(x) to cause the Company to redeem or repurchase all or any portion of any Membership Interest of a Member;

(xi) to establish compensation for any Director of the Company;

(xii) to enter into any joint ventures, partnerships or similar ventures or make any equity investment in any other Person;

 

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(xiii) to confess a judgment against the Company in excess of $25,000;

(xiv) to file a petition for bankruptcy, insolvency, reorganization or other similar matter for the Company under any federal or state law or consent to any such filing by any other Person;

(xv) to amend the Agreement;

(xvi) to dissolve the Company;

(xvii) to merge or consolidate the Company with or into any other Person;

(xviii) to convert the Company into any other entity; or

(xix) to do any act which would make it impossible to carry on the Business of the Company.

5.2.2 Execution of Documents; Reliance by Third Parties.

(i) Upon obtaining the requisite Board approval, any of the Officers shall have the power and authority to execute any documents related to the approved matter on behalf of and in the name of the Company.

(ii) Any person or entity dealing with the Company or a Member may rely upon a certificate signed by the Members as to:

(A) the identity of the Members or any Officer;

(B) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Members or are in any other manner germane to the affairs of the Company;

(C) the Persons who, or entities which, are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(D) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Members.

5.3 Officers.

(a) Election. The Board may, from time to time, designate one or more individuals to serve as officers of the Company (“Officers”) with such titles as may be designated by the Board to act in the name of the Company with such authority as may be delegated to such Officers by the Board. The election of any Officer must be approved by a unanimous vote of the Board. The Members hereby unanimously agree that the initial Officers of the Company shall be as follows: (i) Robert E. Hart as President and Chief Executive Officer

 

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of the Company; (ii) Eddie Ring, Matt Novolbiski, Ken Smotrys, Kurt Zech and Freeman Lyle each as Vice President of the Company; and (iii) Dennis Smirnoff as Secretary and Chief Financial Officer of the Company and responsible for day-to-day operations of the Company and subject to the direction of the Board. Robert E. Hart, as President and Chief Executive Officer, shall spend a substantial portion of his working time on the business of the Company

(b) Delegation. Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Board. The removal of any Company Officer must be approved by a majority vote of the Board. Any action taken by an Officer designated by the Board shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her.

5.4. Special Provision Regarding Corporation Expenses. The Company employee bonuses shall not exceed twenty percent (20%) of the pre-tax net profit of the Company of the relevant calendar year. As of January of each year, the Members shall determine the appropriate budget for the Company for the coming calendar year.

5.5 Company Expenses. The Company shall pay all costs and expenses incurred in connection with operation of the Company. No Member shall be entitled to any compensation for services rendered to or for the benefit of the Company as a Member.

5.6 Company Employees. The Members hereby agree that the Company shall have employees as described in this Section 5.6, or as otherwise subsequently agreed to by the Board.

(a) Predecessor Corporation’s Employees. The Members acknowledge and agree that as of the effective date of this Agreement, the Company shall continue to employ those individuals employed by the Predecessor Corporation as of September 30, 2007. The base compensation and the benefits of the employees shall not be materially changed and the bonus formula shall not be changed from the Predecessor Corporation without the unanimous consent of the Board of Directors. The parties acknowledge that Predecessor Corporation employed those employees in accordance with Exhibit 5 to the Predecessor Corporation’s “Agreement Among Shareholders of KW Multi-Family Management Group, Ltd.” effective as of January 20, 2006.

(b) Kenedix Designated Employee. The Members hereby agree that the Company shall employ a representative selected by Kenedix to work full time in the Company’s principal executive office; provided however, the employment of such representative shall be at the sole discretion of Kenedix and Kenedix may chose at any time, at its sole discretion, not to select a representative to be employed pursuant to this Section 5.6(b) and provided further, that the representative of Kenedix shall be subject to the reasonable approval of KWP. In the event Kenedix chooses to select a representative, the Company and Kenedix each shall be responsible for fifty percent (50%) of the salary and benefits paid to such individual.

 

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ARTICLE 6

DISTRIBUTIONS

6.1 Distributions of Available Cash. Not less frequently than quarterly, the President shall cause the Company to distribute to the Members pro rata in accordance with their Percentage Interests all Available Cash of the Company, whether derived from operations or capital transactions. As used herein, “Available Cash” means the maximum amount of cash which the President deems available for distribution to the Members, after taking into account (a) the Company’s current financial obligations, (b) anticipated Company expenditures, and (c) those amounts the President deems commercially reasonable and necessary to withhold as reserves for the Company’s usual and customary expenses.

6.2 Tax Withholding. If any federal, foreign, state or local jurisdiction requires the Company to withhold taxes or other amounts with respect to any Member’s allocable share of net profits, or with respect to distributions, the Company shall withhold from distributions or other amounts then due to such Member (or shall pay to the relevant taxing authority with respect to amounts allocable to such Member) an amount necessary to satisfy the withholding responsibility. In each such case, the Member for whom the Company has paid the withholding tax shall be deemed to have received the withholding distribution or other amount so paid, and to have paid the withholding tax directly.

ARTICLE 7

ALLOCATIONS

7.1 General Allocations. After giving effect to the special allocations set forth in Section 7.2, Net Income and Net Losses in respect of each Fiscal Year of the Company (and, in each case, each item of income, gain, loss, deduction and tax preference, required to be taken into account separately under Section 702(a) of the Code by the Members, which are included in the computation of such Net Income or Net Losses for such year) shall be allocated to the Members in accordance with their Percentage Interests.

7.2 Special Allocations. The provisions of Sections 3.4 (Capital Accounts), Article 6 (Distributions), Article 7 (Allocations) and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. In furtherance of the foregoing, this Agreement shall be deemed to include a “qualified income offset” in accordance with Regulations Section 1.704-1 (b)(2Xii)(d). The Members shall be authorized to make appropriate amendments to the allocations of items pursuant to Article 7 (Allocations), if necessary, in order to comply with Section 704 of the Code or applicable Regulations thereunder; provided, that no such change shall have an adverse effect upon the amount distributable to any Member pursuant to this Agreement.

7.3 Special Rules. The allocations set forth in this Agreement shall be subject to the following special rules:

(a) Tax Allocations. For each Fiscal Year, the Company’s items of income, loss, deduction, gain and other items governed by Section 702(a) of the Code and comparable

 

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provisions of state and local law shall be allocated among the Members proportionately to the allocation of the Net Income and Net Losses to such Members for such year; provided, however, that appropriate adjustments shall be made in the event that an election under Section 754 of the Code is in effect; and provided further that any gain recognized from any disposition of an asset which is treated as ordinary income because it is attributable to the recapture of any depreciation or amortization shall be allocated among the Members in the same ratio as the prior allocations of income or loss which included such depreciation or amortization (but, in each case, only to the extent such gain is otherwise allocable to a Member).

(b) Changes in Interests. If the Percentage Interests of a Member are adjusted during the period in question, the Company’s books shall be closed as of the date immediately preceding the date of such adjustment. For the period ended on such date, the Net Income and Net Losses shall be allocated based on the Percentage Interests in effect prior to the date of such adjustment. For the balance of such Fiscal Year the Net Income and Net Losses shall be allocated based on the Percentage Interests as so adjusted. For purposes of the foregoing, the expenses of the Company shall be allocated between the two periods based upon the date when accrued; provided that amortization, depreciation and other items attributable to specific items of property shall be deemed to accrue ratably over the period of time during which the Company holds the property to which such items relate.

(c) Section 704(c). In accordance with Section 704(c) of the Code and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Value. In the event the Value of any Company asset is adjusted, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Value in the same manner as under Section 704(c) of the Code and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 7.3(c) are solely for purposes of United States federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses or other items or distributions pursuant to any provision of this Agreement.

ARTICLE 8

ACCOUNTING AND BANKING

8.1 Books and Records. The Board of Directors shall cause the Company to keep proper and complete books of account of the Company’s business (“Records”). The Records shall be kept at the Company’s principal place of business and shall be open to inspection by any of the Members or their authorized representatives at any reasonable time during business hours. The accounting records shall be maintained in accordance with generally accepted bookkeeping practices for the Company’s type of business. The Company shall maintain at its principal office all records required to be maintained by the Company pursuant to the Act.

 

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8.2 The Accountant. The Board of Directors shall employ an accounting firm as the Accountant for the Company, and may thereafter replace the same with another accounting firm from time to time. The fees and expenses of the Accountant shall be a Company expense.

8.3 Financial Statements and Audit. The Board of Directors shall instruct the Accountant to audit the Company’s books and records annually and prepare audited financial statements for the Company within ninety (90) days after then end of each Fiscal Year, copies of which shall be promptly provided to each Member.

8.4 Returns and Tax Elections.

(a) The Board of Directors shall instruct the Accountant to prepare and file all required federal, state and local income tax returns for the Company and to provide to the Members by no later than ninety (90) days after the end of each Fiscal Year all necessary tax reporting information regarding the Company required by the Members for preparation of their respective federal, state and local income or franchise tax or information returns and a copy of the Company’s federal, state and local income tax or information returns for the Fiscal Year.

(b) The Board of Directors shall make all applicable elections, determinations and other decisions under the Code and under applicable state and local tax law, including the positions to be taken on the Company’s federal, state and local information returns of the Company. Notwithstanding the foregoing, the Board of Directors shall immediately file an election under Section 754 of the Code and the Regulations thereunder on behalf of the Company to adjust the basis of the Company’s assets under Sections 734(b) or 743(b) of the Code and a corresponding election under the applicable sections of state and local law.

8.5 Fiscal Year. The Fiscal Year for the Company for tax and accounting purposes shall be the calendar year.

8.6 Bank Accounts. The Board of Directors shall cause the Company’s funds to be maintained in one or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of the Members or any other Person. Checks or drafts drawn on the Company’s accounts shall require the signature of those individuals approved by the Board of Directors.

8.7 Tax Matters Partner. The Members hereby designate KWP as the “Tax Matters Partner” for the Company for purposes of Sections 6221-6233 of the Code and the Tax Matters Partner shall manage audits of the Company conducted by the Internal Revenue Service pursuant to the audit procedures under the Code and the regulations promulgated thereunder; provided that, the Tax Matters Partner shall keep the Members informed of all material matters that may come to its attention in its capacity as Tax Matters Partner and shall not take any material action in such capacity without first consulting with the Members. hi addition, the Tax Matters Partner shall not (i) extend the statute of limitations with respect to any Member, (ii) file or amend any material tax return, (iii) make any material tax election or (iv) initiate, settle or compromise any administrative or judicial proceeding relating to taxes of the Company or its business or assets, in each case without the consent of the other Members, which consent shall not be unreasonably withheld. The provisions of this Section 8.7 shall survive the termination of the Company and

 

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shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the U.S. federal, state or local income taxes of the Company or the Members. The Tax Matters Partner shall keep the Members informed of all administrative and judicial proceeds for the adjustment of any items at the level of the Company or the Property Owner. The Tax Matters Partner shall perform its duties without compensation but will be reimbursed for any third party expenditures reasonably made or expenses reasonably incurred by it on behalf of the Company in connection with such audit or proceeding.

ARTICLE 9

TRANSFER OF MEMBERSHIP INTERESTS

9.1 General Prohibition. Except as otherwise provided herein, no Member shall sell, transfer, assign, or otherwise dispose of or pledge or otherwise encumber (collectively or individually a “Transfer”) any of its Membership Interest of the Company which it now owns or may hereafter acquire unless said Member shall have first complied with the provisions of this Section 9.1.

(a) The Member who desires to transfer its Membership Interest (the “Transferor”) shall give notice (“Transfer Notice”) to the Secretary of the Company and to the other Member (the “Responding Member”) stating its intention to Transfer part or all of its Membership Interest, the percentage of its Membership Interest it intends to Transfer and the proposed terms and conditions of the Transfer.

(b) The Company and the Responding Member shall have the first option to purchase all of the Membership Interest which Transferor proposes to Transfer, at the price and on the terms and conditions stated in the Transfer Notice. The Company or the Responding Member must exercise its option within twenty (20) calendar days after receipt of such notice, by giving written notice of its intention to exercise the option to the Transferor. If the Company or the Responding Member elects to purchase the membership interest on the terms and conditions set forth in the Transfer Notice, then the purchasing entity shall so advise the Transferor in writing (the “Election Notice”) and the purchase of the Membership Interest shall be consummated not later than sixty (60) calendar days after the date of the Election Notice.

(c) If the Company or the Responding Member does not exercise its option to purchase all of the membership interest set forth in the Transfer Notice, Transferor may Transfer the Membership Interest to the proposed Assignee, but only at the price and in strict accordance with the terms and conditions set forth in the Transfer Notice, and provided that such Transfer is made within one hundred eighty (180) calendar days after the expiration of the twenty (20) calendar day period described in Section 9.1(b). The Assignee shall hold the Membership Interest subject to the provisions of this Agreement including the provisions of this Section 9. After said one hundred eighty (180) day period has expired, no Transfer shall be made without a new Transfer Notice and full compliance with the terms of this Section 9. Notwithstanding anything set forth in this Agreement to the contrary, each Member shall have the right of reasonable approval of the purchaser of the Membership Interest held by Transferor if neither the Company nor the Responding Member elects to purchase the Transferor Membership Interest described in the Transfer Notice. A disapproval by either Member shall be deemed reasonable if

 

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the prospective purchaser: (i) is a competitor of the Company or the Responding Member or any of its subsidiaries or affiliates or the businesses conducted by any of the foregoing; (ii) currently or in the past has initiated or threatened to initiate any hostile takeover of the Company or the Responding Member; (iii) has been charged with or is under investigation for the commission of any felony crime; or (iv) is known or recognized in the business world as an investor who is hostile to management, is litigious or who seeks to liquidate or “breakup” the companies in which it invests.

9.2 Transferee as a Member. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) the Members unanimously consent to the Assignee’s admission to the Company as a Member, (ii) the Assignee executes an instrument satisfactory to the Members accepting and adopting the provisions of this Agreement, (iii) the Assignee pays any reasonable expenses in connection with its admission as a new Member, ands (iv) the Assignee has the legal authority and capacity to own the Membership Interest.

9.3 KWP Restriction. KWP shall own at all times not less than 51% of the issued and outstanding Membership Interest in the Company and shall be a subsidiary of Kennedy- Wilson, Inc., a Delaware corporation; provided, however, that nothing set forth in this Agreement shall prohibit, restrict or condition the sale or purchase of the stock of Kennedy-Wilson, Inc., in whole or in part.

9.4 Transfers In Violation Of Agreement. Upon any Transfer of a Membership Interest in violation of this Article 9 the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Assignee and thereafter shall only receive the share of one or more of the Company’s Net Profits, Net Losses and distributions of the Company’s assets to which the transferor of such Economic Interest (defined below) would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Company’s legal counsel, a Transfer in violation of this Article 9 would cause the tax termination of the Company under Code section 708(b)(1)(13), the Transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee.

ARTICLE 10

DISSOLUTION AND WINDING UP

10.1 Limitations. The Company may be dissolved, liquidated and terminated pursuant to and only pursuant to the provisions of this Article 10, and the parties hereto do hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Company or a sale or partition of the Company and/or any or all of its other assets. The parties hereto do hereby covenant and agree that, except as other provided in this Article 10, neither the dissolution nor the withdrawal from the Company for any other reason of any of the parties hereto no the admission to the Company of an additional Member or substitute Member pursuant to the terms of this Agreement shall cause the Company to be dissolved, liquidated or terminated.

10.2 Exclusive Causes. The Company shall be dissolved, its assets disposed of, and its affairs wound up on the first to occur of the following (each, a “Dissolution Event”): (a) the

 

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unanimous vote of the Members; (b) the happening of any event that makes it unlawful or impossible to carry on the Business of the Company; (c) the sale of all or substantially all of the assets of the Company, or (d) the entry of a decree of judicial dissolution under the Act. Except as expressly permitted in this Agreement, a Member shall not take any voluntary action that directly causes a Dissolution Event.

10.3 Liquidation. In all cases of dissolution of the Company, the Business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section and Section 10.4 and 10.5, as promptly as practicable thereafter, and each of the following shall be accomplished:

(a) The Liquidating Member shall cause to be prepared a statement setting forth the assets and liabilities of the Company as of the date of dissolution, a copy of which statement shall be furnished to the other Members.

(b) The assets of the Company shall be liquidated by the Liquidating Member as promptly as possible, but in an orderly and businesslike manner. In the event that the Company elects to sell assets to third parties, the Members shall have the right of first refusal to purchase any or all of the assets of the Company for their fair market value. The Liquidating Member may, in the exercise of its business judgment, determine not to sell all or any portion of the remaining assets of the Company, in which event such remaining assets shall be distributed in kind pursuant to Section 10.3(d).

(c) Any gain or loss realized by the Company upon the sale of its assets shall be deemed recognized and allocated to the Members in the manner set forth in Article 7. To the extent that an asset is to be distributed in kind, such asset shall be deemed to have been sold at its fair market value on the date of distribution, the gain or loss deemed recognized upon such deemed sale shall be allocated in accordance with Article 7 and the amount of the distribution shall be considered to be such fair market value of the asset.

(d) The proceeds of sale and all other assets of the Company, including Available Cash of the Company, shall be applied and distributed as follows and in the following order of priority:

(i) To the payment of the debts and liabilities of the Company and the expenses of liquidation;

(ii) To the setting up of any reserves which the Liquidating Member shall determine to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Members arising out of or in connection with the Company. Such reserves may, in the discretion of the Liquidating Member, be held by the Liquidating Member or paid over to a bank or title company selected by it, in either case to be held by the Liquidating Member or such bank or title company as escrow holder or liquidating trustee for the purposes of disbursing such reserves to satisfy the liabilities and obligations described above. Such reserves shall be held for such period as the Liquidating Member shall deem advisable, and upon the expiration of such

 

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period, any remaining balance shall be distributed as provided in clause (iv) of this Section;

(iii) To the Members, pro rata in accordance with their Capital Accounts; and

(iv) The balance, if any, to the Members pro rata in accordance with their Percentage Interests.

10.4 Limitation on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look solely to the assets of the Company for the return of that Member’s positive Capital Account balance and shall have no recourse for such Member’s Capital Contribution and/or share of Net Profits (upon dissolution or otherwise) against any other Member.

10.5 Liquidating Member. The Liquidating Member shall, upon the final dissolution of the Company, file an appropriate certificate to such effect in the proper governmental office or offices under the Act as then in effect. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member shall reasonably request to effectuate the proper dissolution, liquidation and termination of the Company, including the winding up of the Business of the Company.

10.6 Termination of Company. The Company shall be terminated upon (a) completion of any dissolution and liquidation thereof pursuant to the provisions of this Article, and (b) preparation, execution, acknowledgment, filing, recordation, publication, delivery and/or cancellation of any instruments, documents or statements if and as required by the Act, the Code or any other applicable laws.

ARTICLE 11

INVESTMENT REPRESENTATIONS

Each Member represents and warrants to, and agrees with, the other Members and the Company as follows:

11.1 Preexisting Relationship Or Experience. (i) The Member has a preexisting personal or business relationship with the Company or one or more of its officers or control persons, or (ii) by reason of the Member’s business or financial experience, or by reason of the business or financial experience of the Member’s financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, the Member is capable of evaluating the risks and merits of an investment in a Membership Interest and of protecting the Member’s own interests in connection with this investment.

11.2 No Advertising. The Member has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the sale of the Membership Interest.

 

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11.3 Investment Intent. The Member is acquiring the Membership Interest for investment purposes for the Member’s own account only and not with a view to or for sale in connection with any distribution of all or any part of the Membership Interest. No other Person will have any direct or indirect beneficial interest in or right to the Membership Interest.

ARTICLE 12

BUY-SELL PROVISIONS

12.1 Upon the occurrence of any of the events set forth in Section 12.2 below, the Company and the other Members shall have the option to purchase all (but not less than all) of the Membership Interest owned by the Member to whom the event occurs. The option shall be exercisable first by the Company and thereafter by the other Members, pro rata according to their respective shareholding interests. The price, terms and conditions of purchase, and the method of exercise of the option shall be as described below.

12.2 The events which give rise to the option set forth in this Section 12.2 are as follows:

(a) The adjudication of bankruptcy of a Member, or the filing of a voluntary petition by a Member under the Bankruptcy Law, or the assignment for the benefit of a Member’s creditors; or

(b) The perfection of an involuntary lien against the membership interest of a Member which is not removed within ninety (90) calendar days, or the levy of execution on the Membership Interest which is not released within thirty (30) calendar days; or the appointment of a receiver to take custody of all or substantially all of the assets of a Member which is not released within thirty (30) calendar days, or any other event which would involuntarily or voluntarily cause the Membership Interest to be subject to the ownership by a person or entity other than a Member.

12.3 Each Member shall immediately notify the Secretary of the Company in writing upon the occurrence of any of the events in relation to itself specified in Section 12.2. Upon receipt of actual notice of the occurrence of any of the events specified in Section 12.2 the Secretary of the Company shall immediately give the other Member written notice of the occurrence of such event. The Company shall have the first option to purchase all or any part of the Membership Interest of the Member to whom the event has occurred at the price, and on the terms and conditions set forth in Sections 12.3 and 12.4. The Company must exercise its option within ninety (90) calendar days after receipt of actual notice of the event giving rise to the option, by giving notice of its intention to exercise the option to the Member whose Membership Interest are affected, or its legal representative stating the number of Membership Interest the Company elects to purchase. If the Company does not exercise the option as to all Membership Interest within such ninety (90) calendar day period, the other Member shall have the next option to purchase any Membership Interest not purchased by the Company at the price and upon the terms and conditions set forth in this Section 12.3. The option must be exercised by notice to the Company and the other Member within thirty (30) calendar days after the expiration of the ninety (90) calendar day option period of the Company, which notice shall state the percentage of the Membership Interest the Members elects to purchase. If the Company and the other

 

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Member do not exercise their options to purchase all of the affected Member’s Membership Interest, the options shall be of no force or effect and the Member or its successor-in-interest shall hold the Membership Interest subject to the provisions of this Agreement.

12.4 The purchase price to be paid for each of the Membership Interest to be sold under this Section 12 shall be equal to the fair market value of the Company as of the “Valuation Date” (defined herein) determined in accordance with this Section 12 (the “Fair Market Value”) divided by the total number of membership interest of the Company then issued and outstanding. The Fair Market Value of the Company shall be determined by mutual agreement of the Members (or their heirs, executors or other legal representatives, as the case may be). If; despite using best efforts, the parties cannot agree upon the Fair Market Value of the Company within thirty (30) calendar days after the date that a valuation is required to be made, then the Fair Market Value of the Company shall be determined by appraisal. The parties shall attempt to agree on one (1) appraiser. If the parties cannot agree, the Member (or his representatives) whose Membership Interest are being purchased shall appoint, at its expense, one (1) appraiser and the other Member shall appoint, at its expense, one (1) appraiser, and the Fair Market Value of the Company shall be the average of the valuation determined by the two (2) appraisers. Any appraiser appointed hereunder shall not be related to any Member and shall have at least ten (10) years experience in the appraisal of businesses.

The purchase price for the Membership Interest purchased pursuant to this Section 12 shall be paid in immediately available funds by wire transfer to the account specified by the Member selling the Membership Interest within 180 calendar days of the date the purchase price is determined under this Section 12.4.

As used herein, the “Valuation Date” shall mean in the event of any event described in Section 12.3, the date that the Company (or the other Members) exercise the option to purchase.

ARTICLE 13

MISCELLANEOUS

13.1 Complete Agreement. This Agreement and the Certificate constitute the complete and exclusive agreement of the parties regarding the subject matter of this Agreement, and replace and supersede all prior written and oral agreements or statements by and among the Members. No representation, statement, condition or warranty not contained in this Agreement shall be binding on the Members or have any force or effect whatsoever. To the extent that any provisions of the Certificate conflict with any provision of this Agreement, the Certificate shall control. All amendments to this Agreement shall be in writing and signed by all of the Members.

13.2 Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement shall be binding on and inure to the benefit of, the parties and their respective heirs, personal and legal representatives, executors, administrators, successors and assigns.

13.3 Parties In Interest. Except as expressly provided in the Act, nothing in this Agreement shall (a) confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members and such Members’ respective successors and assigns, (b)

 

18

relieve or discharge the obligation or liability of any third person to any party to this Agreement, or (c) give any third person any right of subrogation or action over or against any party to this Agreement.

13.4 Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

13.5 Interpretation. If any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied because this Agreement was prepared by or at the request of a particular Member or that Member’s counsel.

13.6 Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, excluding any conflicts-of-laws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction.

13.7 Severability. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances is not affected and such provision shall be enforced to the greatest extent permitted by law.

13.8 Specific Performance. The Members agree that irreparable damage will result if this Agreement is not performed in accordance with its terms, and the Members agree that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, the provisions hereof and the obligations of the Members hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that a Member may have under this Agreement, at law or in equity.

13.9 Further Assurances. Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.

13.10 Notices. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively, “Notice”) given under this Agreement shall be in writing and shall be served personally or delivered by (a) first class, registered or certified, return receipt requested, U.S. mail, postage prepaid, or (b) personal delivery by a nationally reorganized courier (e.g, Federal Express) for next day delivery. Notices may also be given by transmittal over electronic transmitting devices such as facsimile or telecopy machine, if the party to whom the notice is being sent has such a device in its office, and provided a complete copy of any notice so transmitted shall also be mailed in the same manner as required for a mailed notice. Notices shall be deemed received at the earlier of actual receipt or three (3) days following

 

19

deposit in U.S. mail, postage prepaid. Notices shall be directed to the Company at the Company’s principal place of business as specified in Section 1.6 of this Agreement, and to a Member at the addresses shown on Exhibit A: provided that a Member may change such Member’s address for notice by giving written Notice to all other Members in accordance with this Section 12.10.

13.11 No Interest In Company Property: Waiver Of Action For Partition. No Member or Assignee has any interest in specific property of the Company: Without limiting the foregoing, each Member and Assignee irrevocably waives during the term of the Company any right that such Member or Assignee may have to maintain any action for partition with respect to the property of the Company.

13.12 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts shall be construed together and constitute the same instrument.

13.13 Attorney’s Fees. If any dispute between the Company and the Members or among the Members results in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party.

13.14 Remedies Cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

13.15 Special Participation Rights. For so long as Kenedix holds a twenty percent (20%) or more Membership Interest in the Company, Kenedix shall have the right, but not the obligation, to purchase and own twenty percent (20%) of the “manager,” “general partner,” “sponsor” or “developer” interest of KWP or its Affiliates in which KWP or its Affiliates participates with equity/debt providers. KWP will provide Notice to Kenedix in writing in advance of such opportunities as they present themselves from time to time, such Notice to include the terms and conditions of KWP’s participation (including but not limited to, cash investment, timing of investment and whether the manager/general partner/sponsor/developer will be obligated to provide any financial or performance guarantees) and Kenedix will advise KWP within ten (10) “Business Days” of Kenedix’s receipt of such Notice of Kenedix’s election to participate in the co-investment opportunity on the same terms and conditions as KWP. For purposes of this Section 13.15, “Business Days” shall mean the days on which commercial banks are open for business in Japan.

ARTICLE 14

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings specified below or elsewhere in this Agreement (such terms are equally applicable to both the singular and plural derivations of the terms defined):

“Affiliate” means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Member. The term “control,” as used in the immediately preceding sentence, shall mean with respect to a Company or limited

 

20

liability company the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled Company or limited liability company, and, with respect to any partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

“Assignee” means the owner of an Economic Interest who has not been admitted as a substitute Member in accordance with Section 9.3.

“Bankruptcy” means: (a) the filing of an application by a Member for, or its consent to, the appointment of a trustee, receiver, or custodian of his other assets; (b) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (c) the making by a Member of a general assignment for the benefit of creditors; (d) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of a Member unless the proceedings and the person appointed are dismissed within ninety (90) days; or (e) the failure by a Member generally to pay its debts as the debts become due within the meaning of section 303(h)(I) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of its inability to pay its debts as they become due.

“Economic Interest” mean the right to receive distributions of the Company’s assets and allocations of income, gain, loss, deduction, credit and similar items from the Company pursuant to this Agreement and the Act, but shall not include arty other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company, or except as provided in Act section 17106, any right to information concerning the business and affairs of the Company.

“Membership Interest” shall mean a Member’s entire interest in the Company including the Member’s Economic Interest, the right to vote on or participate in the management, and the right to receive information concerning the business and affairs, of the Company.

“Net Profits” and “Net Losses” shall mean for each Fiscal Year of the Company, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the adjustments contemplated by Regulations Section 1.704-1(b).

“Percentage Interest” shall mean the percentage set forth next to a Member’s name on Exhibit A.

“Person” means an individual, partnership, limited partnership, limited liability company, Company, trust, estate, association or any other entity.

“Prime Rate” as of a particular date shall mean the prime rate of interest as published on that date in the Wall Street Journal, and generally defined therein as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks.” If the Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the

 

21

prime rate published in the Wall Street Journal on the nearest-preceding date on which the Wall Street Journal was published.

“Transfer” or “Transferred” shall mean any sale, assignment, transfer, conveyance, pledge, hypothecation, or other disposition voluntarily or involuntarily, by operation of law, with or without consideration, or otherwise (including, without limitation, by way of intestacy, will, gift, bankruptcy, receivership, levy, execution, charging order or other similar sale or seizure by legal process) of all or any portion of any Membership Interest.

Without limiting the generality of the foregoing, the sale or exchange of at least fifty percent (50%) of the voting stock of a Member, if a Member is a Company, or the Transfer of an interest or interests of at least fifty percent (50%) in the capital or profits of a Member (whether accomplished by the sale or exchange of interests or by the admission of new partner or members), if a Member is a partnership or limited liability company, or the cumulative Transfer of such interests in a Member which effectively equal the foregoing (including Transfer of interests followed by the in Company of a Member and subsequent stock Transfer, or Transfers of stock followed by the liquidation of a Member and subsequent Transfers of interests) will be deemed to constitute a Transfer of the Member’s entire Membership Interest.

“Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) The Value of any asset contributed by or distributed to a Member shall be the gross fair market value of such asset, as determined at the time of contribution or distribution by agreement among the Members, or if they cannot agree by Appraisal;

(b) The Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by a unanimous decision of the Members (or by Appraisal if the Members cannot reach a unanimous decision) as of the following times: (i) the acquisition of an additional Membership Interest by any new or existing Member in exchange for a Capital Contribution not presently provided for under the Agreement; (ii) the distribution by the Company to a Member of Company property for an interest in the Company; and (iii) the liquidation of the Partnership within the meaning of Regulations Section 1.704- 1(b)(2)(ii)(g); provided, however, that clause (i) or ii shall not apply to a contribution or distribution of property of a de minimis gross fair market value;

(c) The term “gross fair market value” means the amount which would be paid for a particular property by a willing buyer to a willing seller (neither under any compulsion to buy or sell) unreduced by any liabilities secured by the property or assumed by any party in connection therewith;

(d) The Values of the Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and the calculation of definition of Net Income and Net Losses; provided, however, that Values shall not be adjusted pursuant to this clause (d) to the extent that an adjustment pursuant to

 

22

clause (b) hereof is made in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d);

(e) If the Value of a Company asset has been determined or adjusted pursuant to clauses (a), (b) or (d), such Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses.

[Signatures Begin On The Next Page]

 

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IN WITNESS WHEREOF, the Members have executed this Agreement on the day and year first above written.

 

“MEMBERS”

K-W PROPERTIES,

a California corporation

By:

  

/s/ Robert E. Hart

Name:

  

Robert E. Hart

Title:

  

Vice President

KENEDIX WESTWOOD LLC,

a Delaware limited liability company

By:

  

/s/ Hiroshi Matsumoto

Name:

   Hiroshi Matsumoto

Title:

   President

Kennedy-Wilson, Inc. hereby joins in executing this Agreement for the purpose of acknowledging its obligation under Section 9.3 hereof and covenants to the Corporation and the Shareholders that it shall continue to hold more than 51% of the outstanding shares of KWP.

 

Kennedy-Wilson, Inc.,

A Delaware corporation

By:

  

/s/ Freeman Lyle

Name:

  

Freeman Lyle

Title:

  

Secretary & CFO

 

Address:

      9601 Wilshire Blvd., Suite 220
     Beverly Hills, CA 90210

 

S-1

EXHIBIT A

to

Operating Agreement

 

Name

   

Address

   

Taxpayer
Identification
Number

   

Percentage
Interest

  

K-W Properties, a

California corporation

   

9601 Wilshire Blvd., Suite

220, Beverly Hills, CA

90210

         80.00 % 

Kenedix Westwood, LLC, a

Delaware limited liability

company

   

1801 Century Park East,

Suite 2400

Los Angeles, CA 90067

         20.00 % 

EXHIBIT B

CERTIFICATE FOR

LIMITED LIABILITY COMPANY

INTEREST

This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof.

 

Certificate Number 1   

            % of Limited Liability

Company Interest

KW MULTI-FAMILY MANAGEMENT GROUP LLC, a Delaware limited liability company (the “Company”), hereby certifies that                      (together with any assignee of this Certificate, the “Holder”) is the registered owner of     percent (    %) of the limited liability Percentage Interests in the Company (the “Membership interest”). The rights, powers, preferences, restrictions and limitations of the Membership interest are set forth in, and this Certificate and the Membership interest represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of KW Multi-Family Management Group, LLC, dated as of October 1, 2007, as the same may be amended or restated from time to time (the “Limited Liability Company Agreement”). THE TRANSFER OF THIS CERTIFICATE AND THE MEMBERSHIP INTEREST REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE LIMITED LIABILITY COMPANY AGREEMENT. By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the membership interest evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Limited Liability Company Agreement. The Company will furnish a copy of the Limited Liability Company Agreement to the Holder without charge upon written request to the Company at its principal place of business.

This Certificate evidences a limited liability Percentage Interest in the Company and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, Article 8 of the Uniform Commercial Code of each other applicable jurisdiction. Each limited liability Percentage Interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND/OR THE INTEREST EVIDENCED HEREBY IS RESTRICTED AS PROVIDED IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY (AS AMENDED FROM TIME TO TIME).”

The Company shall maintain books for registering the transfer of limited liability Percentage Interests.

This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed as of the date set forth below.

[SIGNATURE PAGE FOLLOWS]

Dated: October 1, 2007

 

K-W PROPERTIES,

a California corporation

By:

  

 

Name:

  

 

Title:

  

 

KENEDIX WESTWOOD, LLC

a Delaware limited liability company

By:

  

 

Name:

  

 

Title:

  

 

 

4

(REVERSE SIDE OF CERTIFICATE)

FOR LIMITED LIABILITY PERCENTAGE INTEREST OF

KW MULTI-FAMILY MANAGEMENT GROUP, LLC

Limited Liability Percentage Interest Power

FOR VALUE RECEIVED                     

Please insert social

security or other

Identifying Number of

Assignee

hereby sells, assigns and transfers unto                                          a             % limited liability Percentage Interest in KW Multi-Family Management Group, LLC, a Delaware limited liability company, standing in our name in the Limited Liability Company Agreement of said limited liability company and do hereby irrevocably constitute and appoint                              as attorney to transfer the said limited liability Percentage Interest on the books of said limited liability company with full power of substitution in the premises.

Dated: , 200  

 

By:  

 

EXHIBIT C

BOARD OF DIRECTORS

Appointed by KWP:

William J. McMorrow

Robert E. Hart

Eddie Ring

Matt Novobilski

Appointed by Kenedix:

Hiroshi Matsumoto

EX-3.34 33 d235317dex334.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.34

LIMITED LIABILITY COMPANY AGREEMENT

OF

SUNRISE PROPERTY ASSOCIATES, LLC

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of SUNRISE PROPERTY ASSOCIATES, LLC (the “Company”), is entered into by SUNRISE ASSOCIATES, a California general partnership, as the sole equity member (the “Member”), and BONNIE L. BECHTOL as the Springing Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

The Member, by execution of this Agreement, hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”), and this Agreement, and the Member and the Springing Member hereby agree as follows:

Section 1. Name.

The name of the limited liability company formed hereby is SUNRISE PROPERTY ASSOCIATES, LLC.

Section 2. Principal Business Office.

The principal business office of the Company shall be located at 14524 Lodestar Drive, Grass Valley, California 95949, or such other location as may hereafter be determined by the Member.

Section 3. Registered Office.

The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

Section 4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

Section 5. Members.

(a) The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

(b) Subject to Section 9(d), the Member may act by written consent.

 

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(c) The Member shall at all times cause there to be a Person bound by this Agreement as Springing Member, to be admitted as the Special Member and to comply with Section 5(d).

(d) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), BONNIE L. BECHTOL (or such other Person as designated by the Member) (the “Springing Member”) shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as a member of the Company, may not bind the Company. Except as required by any mandatory provision of the Act, the Special Member, in its capacity as a Special Member shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member pursuant to this Section 5(d), the Springing Member shall execute a counterpart to this Agreement. Prior to its admission to the Company as a Special Member, the Springing Member shall not be a member of the Company.

Section 6. Certificates.

ALEX STEINBERG is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in California and in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

 

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Section 7. Purpose.

(a) The nature of the business and of the purposes to be conducted and promoted by the Company, is to engage solely in the following activities:

 

  (i) To acquire from KW FUND I – CARLSBAD I, L.P., a Delaware limited partnership, an undivided interest in certain parcels of real property, together with all improvements located thereon, at 2381 Faraday Avenue and 2386 Faraday Avenue, Carlsbad, California, commonly known s One Carlsbad Research Center (the “Property”).

 

  (ii) To own, hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise deal with the Property.

 

  (iii) To exercise all powers enumerated in the Act necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein.

(b) The Company is hereby authorized to execute, deliver and perform, and the Member on behalf of the Company is hereby authorized to execute and deliver, the Loan Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the Member to enter into other agreements on behalf of the Company.

Section 8. Powers.

Subject to Section 9(d), the Company, and the Member on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 9. Management.

(a) Subject to Section 9(d), the business and affairs of the Company shall be managed by or under the direction of the Member.

(b) Powers. Subject to Section 9(d), the Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 7 and 9, the Member has the authority to bind the Company. When acting on matters, notwithstanding that the Company is not then insolvent, the Member shall, to the fullest extent permitted by law (including Section 18-1101(c) of the Act) take into account the interest of the Company’s creditors, as well as those of the Member.

 

3

(c) Member as Agent. To the extent of its powers set forth in this Agreement and subject to Section 9(d), the Member is an agent of the Company for the purpose of the Company’s business, and the actions of the Member taken in accordance with such powers set forth in this Agreement shall bind the Company.

(d) Limitations on the Company’s Activities.

 

  (i) This Section 9(d) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

 

  (ii) The Member shall not, so long as any mortgage hen in favor of Lender (the “First Mortgage”) exists on any portion of the Property, materially amend, alter, change or repeal any portion of this Agreement unless the Lender Condition is satisfied. Subject to this Section 9(d), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31.

 

  (iii) For so long as the First Mortgage exists on any portion of the Property, (a) the Company shall not incur, assume, or guaranty any indebtedness other than indebtedness necessary to acquire, operate and maintain the Property; (b) the Company shall not, to the fullest extent permitted by law, dissolve or liquidate, or consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety or transfer any of its beneficial interests to any entity.

 

  (iv) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, or any other Person, for so long as any portion of the First Mortgage exists on any portion of the Property, neither the Member nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member, to take any Material Action.

 

  (v) For so long as the First Mortgage exists on any portion of the Property, in order to preserve and ensure its separate and distinct identity, in addition to the other provisions set forth in this Agreement, the Company shall conduct its affairs in accordance with the following provisions:

 

  (A) It shall establish and maintain an office through which its business shall be conducted separate and apart from that of the Member and any Affiliate and shall allocate fairly and reasonably any overhead for shared office space.

 

  (B) It shall maintain records and books of account separate from those of the Member and any Affiliate.

 

4

  (C) It shall observe all limited liability company formalities.

 

  (D) It shall not commingle assets with those of the Member or any Affiliate.

 

  (E) It shall conduct its own business in its own name.

 

  (F) It shall maintain financial statements separate from the Member and any Affiliate.

 

  (G) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of the Member and any Affiliate.

 

  (H) It shall maintain an arm’s length relationship with the Member and any Affiliate.

 

  (I) It shall not guarantee or become obligated for the debts of any other entity, including the Member or any Affiliate, or hold out its credit as being available to satisfy the obligations of others.

 

  (J) It shall use stationery, invoices and checks separate from the Member and any Affiliate.

 

  (K) It shall not pledge its assets for the benefit of any other entity, including the Member or any Affiliate.

 

  (L) It shall hold itself out as an entity separate from the Member and any Affiliate.

 

  (M) It shall not, except as contemplated or permitted by the Loan Documents, form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Failure of the Company, or the Member on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member.

Section 10. Intentionally Omitted.

Section 11. Intentionally Omitted.

Section 12. Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor the Special Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Special Member of the Company.

 

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Section 13. Capital Contributions.

The Member has contributed to the Company property of an agreed value as listed on Schedule B attached hereto. In accordance with Section 5(d), the Special Member shall not be required to make any capital contributions to the Company.

Section 14. Additional Contributions.

The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company at any time upon the written consent of such Member. To the extent that the Member makes an additional capital contribution to the Company, the Member shall revise Schedule B of this Agreement. The provisions of this Agreement, including this Section 14, are intended to benefit the Member and the Special Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (other than a Covered Person) (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member and the Special Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 15. Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

Section 16. Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law or any Loan Document.

Section 17. Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The Member and its duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

 

6

Section 18. Intentionally Omitted.

Section 19. Other Business.

Notwithstanding any duty otherwise existing at law or in equity, the Member and the Special Member and any Affiliate of the Member or the Special Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others, and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 20. Exculpation and Indemnification.

(a) To the fullest extent permitted by applicable law, neither the Member nor the Special Member nor any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Member and the Special Member shall not have personal liability on account thereof; and provided further, that so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 20 shall be payable from amounts allocable to any other Person pursuant to the Loan Documents.

(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within

 

7

such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the Company or its members otherwise existing at law or in equity, are, to the fullest extent permitted by law, agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(f) Notwithstanding any provision of this Agreement to the contrary, any indemnification of the Member shall be fully subordinated to any obligations respecting the Property (including, without limitation, the Obligations) and such indemnification shall not constitute a claim against the Company in the event that cash flow in excess of amounts necessary to pay holders of such obligations is insufficient to pay such obligations

(g) The foregoing provisions of this Section 20 shall survive any termination of this Agreement.

Section 21. Assignments.

The Member may assign in whole or in part its limited liability company interest in the Company. Subject to Section 23, the transferee of a limited liability company interest in the Company shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Loan Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Section 22. Resignation.

So long as any Obligation is outstanding, the Member may not resign, except as permitted under the Loan Documents and if the Lender Condition is satisfied. If the Member is permitted to resign pursuant to this Section 22, an additional member of the Company shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

 

8

Section 23. Admission of Additional Members.

One or more additional Members of the Company may be admitted to the Company with the written consent of the Member; provided, however, that, notwithstanding the foregoing, so long as any Obligation remains outstanding, no additional Member may be admitted to the Company unless the Lender Condition is satisfied.

Section 24. Dissolution.

(a) Subject to Section 9 (d), the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

(b) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

(c) Notwithstanding any other provision of this Agreement, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or a Special Member or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.

(d) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act; provided, however, that for so long as any Obligation remains outstanding, the Company shall not, to the fullest extent permitted by law, liquidate the Property without satisfying the Lender Condition. The Lender may continue to exercise all of its rights under the existing security agreements or mortgages until the debt underlying the First Mortgage and any other Obligations have been paid in full or otherwise completely discharged.

 

9

(e) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 25. Waiver of Partition; Nature of Interest.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Member and the Special Member hereby irrevocably waives any right or power that such Person might have to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Member in the Company is personal property.

Section 26. Benefits of Agreement; No Third-Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (other than Covered Persons).

Section 27. Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 28. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section 29. Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, Sections 7, 8, 9, 20, 21, 22, 23, 24, 26, 29 and 31, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

Section 30. Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

 

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Section 31. Amendments.

Subject to Section 9(d), this Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member. Notwithstanding anything to the contrary in this Agreement, so long as any Obligation is outstanding, this Agreement may not be modified, altered, supplemented or amended unless the Lender Condition is satisfied except: (i) to cure any ambiguity or (ii) to convert or supplement any provision in a manner consistent with the intent of this Agreement and the Loan Documents.

Section 32. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

Section 33. Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

Section 34. Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Delaware Secretary of State on December 2, 2005.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Limited Liability Company Agreement as of the 22nd day of December, 2005.

 

MEMBER:

SUNRISE ASSOCIATES,

a California general partnership

By:  

/s/ Thomas K. Armstrong

  Name: Thomas K. Armstrong
  Title:   Managing General Partner
SPRINGING MEMBER:

/s/ Bonnie L. Bechtol

Name: Bonnie L. Bechtol

 

S-1

SCHEDULE A

Definitions

 

A. Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in the preamble to this Agreement.

“Affiliate” means any Person controlling or controlled by or under common control with the Company including, without limitation (i) any Person who has a familial relationship, by blood, marriage or otherwise with any partner or employee of the Company, or any affiliate thereof and (ii) any Person which receives compensation for administrative, legal or accounting services from the Company, or any affiliate. For purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

 

A-1

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on December 2, 2005, as amended or amended and restated from time to time.

“Company” means SUNRISE PROPERTY ASSOCIATES, LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in Section 20(a).

“First Mortgage” has the meaning set forth in Section 9(d)(ii).

“Lender” means WACHOVIA NATIONAL BANK, NATIONAL ASSOCIATION, and its successors and assigns.

“Lender Condition” means with respect to any action taken at any time while any Obligation is outstanding that the Lender shall have consented in writing prior to the taking of such action.

“Loan Documents” means any and all documents and certificates contemplated by or delivered in connection with (i) the loan from Lender to KW FUND I – CARLSBAD I, L.P., a Delaware limited partnership in the original principal amount of $15,400,000 as evidenced by that certain Promissory Note dated March 23, 2005, payable by KW FUND I – CARLSBAD I, L.P. to WACHOVIA NATIONAL BANK, NATIONAL ASSOCIATION, as assigned to Lender and (ii) the assumption of such loan by the Company pursuant to that certain Loan Assumption and Reaffirmation Agreement dated January 30, 2006, between Lender, KW FUND I – CARLSBAD I, L.P., the Company and the other parties named therein and that certain Allonge to Note, Consent and Subordination of Property Management Agreement, and Post Closing Agreement executed by the Company.

“Material Action” means to consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

 

A-2

“Member” means SUNRISE ASSOCIATES, a California general partnership, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Member” shall not include the Special Member or the Springing Member.

“Obligation” shall mean the indebtedness, liabilities and obligations of the Company under or in connection with the Loan Documents or any related document in effect as of any date of determination, including without limitation the First Mortgage.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

“Property” has the meaning set forth in Section 7(a)(i).

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(d), the Springing Member, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“Springing Member” has the meaning set forth in Section 5(d).

 

B. Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not. affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

 

A-3

SCHEDULE B

Member

 

Name

   

Mailing Address

    Agreed Value of
Capital Contribution		      Limited Liability
Company Interest		  

Sunrise Associates, a California general partnership

   

14524 Lodestar Drive

Grass Valley, CA 95949

    $ 4,900,000         100 % 

 

B-1

AMENDMENT NO. 1 TO

LIMITED LIABILITY COMPANY AGREEMENT

OF

SUNRISE PROPERTY ASSOCIATES, LLC

This Amendment No. 1 (this “Amendment”) to Limited Liability Company Agreement of Sunrise Property Associates, LLC (the “Company”), dated as of December 22, 2005 (the “LLC Agreement”), is dated as of September 30, 2010. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the LLC Agreement.

WHEREAS, pursuant to the provisions of the LLC Agreement, Sunrise Associates, a California general partnership (the “Old Member”), as the sole member of the Company, may amend the LLC Agreement in writing, subject to satisfaction of the Lender Condition;

WHEREAS, the Old Member desires to (i) assign 100% of the membership interests of the Company to KW Sunrise Carlsbad, LLC, a Delaware limited liability company (the “New Member”), (ii) cause the admission of the New Member as a member of the Company simultaneous with the resignation of the Old Member as a member of the Company and (iii) cause the admission of John Prabhu as the Springing Member (as defined in the LLC Agreement) of the Company simultaneous with the resignation of Bonnie L. Bechtol as the Springing Member of the Company;

WHEREAS, the New Member desires to assume 100% of the membership interests of the Company from the Old Member and be admitted as a member of the Company, and will (i) enter into an assignment and assumption agreement with the Old Member in order to effect such assumption and (ii) execute a joinder to the LLC Agreement in a form acceptable to the Company in order to effect such admission; and

WHEREAS, Lender has consented to the taking of such actions.

NOW, THEREFORE, the LLC Agreement shall be amended as follows:

1. Amendments.

(a) All occurrences of “Bonnie L. Bechtol” in the LLC Agreement are hereby deleted and replaced with “John Prabhu.” All references to the Springing Member shall be deemed to refer to John Prabhu.

(b) Schedule B to the LLC agreement is hereby deleted and replaced in its entirety with Schedule B hereto.

2. Miscellaneous. Except as expressly amended hereby, the LLC Agreement shall remain in full force and effect in accordance with the terms thereof. All- references in the LLC Agreement to “this Agreement” shall be deemed to refer to the LLC Agreement as amended by this Amendment.

3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original of this Amendment and all of which together shall constitute one in the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly executed this Amendment as of the date first above written.

 

OLD MEMBER:

SUNRISE ASSOCIATES,

a California general partnership

By:  

/s/ Thomas Armstrong

Name: Thomas Armstrong
Title:   Authorized Person
By:  

/s/ Martin A. Kovacevich

Name: Martin A. Kovacevich
Title:   Authorized Person
NEW MEMBER:

KW SUNRISE CARLSBAD, LLC,

a Delaware limited liability company

By: SUNRISE ASSOCIATES,

a California general partnership, its manager

By:  

/s/ Thomas Armstrong

Name: Thomas Armstrong
Title:   Authorized Person
By:  

/s/ Martin A. Kovacevich

Name: Martin A. Kovacevich
Title:   Authorized Person
SPRINGING MEMBER:

/s/ John Prabhu

John Prabhu, an individual

Signature Page to Amendment No. 1 to SPA LLC Agreement

SCHEDULE B

Member

 

Name

   

Mailing Address

    Agreed Value of
Capital Contribution		     Limited Liability
Company Interest		  

KW Sunrise Carlsbad, LLC, a Delaware limited liability company

   

9701 Wilshire Blvd.,

Suite 700

Beverly Hills, CA 90212

    $ 4,900,000 *      100 % 

 

* This capital contribution was made by KW Sunrise Carlsbad, LLC’s predecessor in interest, Sunrise Associates, a California general partnership.
EX-3.35 34 d235317dex335.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.35

LIMITED LIABILITY COMPANY AGREEMENT

OF

KW SUMMER HOUSE MANAGER, LLC

This Limited Liability Company Agreement (the “Agreement”) is dated effective as of April 23, 2010, by K-W Properties, a California corporation (“Member”), with reference to the following:

RECITALS:

The Members hereby enter into and organize the Company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) for the limited purposes and scope set forth in this Agreement. The Company shall at all times be governed by the Act, except to the extent expressly provided herein to the contrary.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE 1

GENERAL TERMS

1.1 Formation. The Company was formed as a limited liability company (the “Company”) under Delaware Limited Liability Company Act codified at Del. Code Ann. Tit. 6, §§ 18-101 to 18-1107 (the “Act”) as of April 23, 2010.

1.2 Name of Company. The name of the Company shall be KW Summer House Manager, LLC.

1.4 Principal Place of Business. The Company’s principal office and place of business shall be located at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California 90210, or at such other place as Member may select.

1.5 Purpose of Company. The Company is organized to: (i) acquire and own 100% of the membership interests in KW Alameda Member LLC, a Delaware limited liability company (or such other percentage as it may from time to time acquire and hold); and (ii) engage in and carry on any lawful business purpose or activity which is required to conduct the business that is not prohibited by the Act or other applicable law

1.6 Term of Company. The term of the Company shall continue until terminated in accordance with Article 8 hereof.

1.7 Filing of Other Certificates. Member shall cause to be executed, filed and published all such certificates, notices, statements or other instruments, and amendments thereto for the formation of a limited liability company under the laws of the State of Delaware, and for the operation of the Company under all applicable laws as Member may deem necessary or advisable. Prior to the Company’s conducting business in any jurisdiction other than the State of Delaware, Member shall cause the Company to comply with all requirements necessary to register or qualify the Company as a foreign limited liability company in that jurisdiction, and, in connection therewith, (a) the Manager appointed by Member pursuant to Section 5.2 of this Agreement is authorized to effect any filings as may be necessary to comply with such requirements, and (b) the actions of any Authorized Representative taken on behalf of the Company prior to the execution of this Agreement in order to effect any such filings are hereby ratified and affirmed as the deeds and acts of the Company.

1.8 No State Law Partnership: Liability to Third Parties. Member intends that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no member be a partner or joint venturer of any other member, if applicable, for any purposes other than federal and state tax purposes, and that this Agreement not be construed to suggest otherwise. Except as otherwise required by law, no member shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

1.9 Registered Agent. The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company, located at 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE 2

CAPITALIZATION

2.1 Capital Contribution.

(a) Initial Capital Contributions. Member shall make an initial capital contribution to the Company.

(b) Additional Capital Contributions. Except as provided in Section 2.1(a) above, Member shall not be required, without its consent, to contribute to the capital of the Company any money or property on or after the Effective Date, whether on liquidation of the Company, by reason of a deficit capital account balance, or otherwise.

2.2 Loans to Company.

(a) Required Loans. Member shall not be required to lend any money to the Company.

(b) Permitted Loans. If Company funds are insufficient to meet its costs, expenses, obligations or liabilities, or to make any expenditure authorized by this Agreement, Member, or its affiliates, may (but shall not be required to) lend all or a portion of the amount of

 

2

needed funds to the Company. Any such loans shall bear interest at market rates and be repayable at the earliest possible time.

2.3 Liability of Member. Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member. Except as otherwise expressly provided in the Act, the liability of each member shall be limited to the amount of capital contributions, if any, required to be made by such member in accordance with the provisions of this Operating Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Operating Agreement.

ARTICLE 3

PROFITS AND LOSSES

3.1 Allocation of Profits and Losses. One hundred percent (100%) of each item of income, gain, loss, deduction and credit of the Company for each fiscal year (or portion thereof) shall be allocated to Member.

ARTICLE 4

DISTRIBUTIONS

4.1 Operating Cash Flow Distributions. All distributions, other than liquidating distributions, shall be made to Member at such times and in such amounts as Member may determine.

4.2 Liquidating Distributions. Distributions in liquidation of the Company shall be made in the manner described in Section 8.2(d).

ARTICLE 5

MANAGEMENT

5.1 Authority of Member. Member, in its capacity as Member, shall have exclusive control over the business of the Company, shall have the authority to bind the Company, and shall have all rights, power and authority generally conferred by law or otherwise and consistent with the purposes of the Company.

 

3

5.2 Manager. The business of the Company shall be managed by Member in its capacity as the manager (the “Manager”). The Manager will devote such time and attention to the business of the Company as may be reasonably necessary to carry out its duties hereunder in the conduct of such business. The Manager is subject to removal at any time in the discretion of Member.

5.3 Company Funds. Member shall establish or maintain one or more accounts for the Company at such banks or financial institutions or with such other depositories or mutual funds as it may from time to time designate.

5.4 Indemnification of Member. The Company, its receiver or trustee, shall indemnify and hold harmless Member and its affiliates, and their respective officers, directors, shareholders, partners, members, employees, agents, subsidiaries and assigns, from and against any liability, loss or damage incurred by them by reason of any act performed or omitted to be performed by them in connection with the Company business, including costs and attorneys’ fees, and any amounts expended in the settlement of any claims of liability, loss or damage, unless the loss, liability or damage was caused by the willful misconduct or fraud of Member or the indemnified person. Indemnification shall be made out of the assets or revenues of the Company without requiring additional capital contributions.

ARTICLE 6

ACCOUNTING, RECORDS AND REPORTS

6.1 Fiscal Year. The fiscal year of the Company for both accounting and tax purposes shall be the calendar year.

6.2 Method of Accounting. The Company’s books of account shall be maintained in accordance with generally accepted accounting principles in the United States.

6.3 Books and Records.

(a) Books of Account. The Company shall maintain, at its principal office, full and proper ledgers and other books of account, of all receipts and disbursements and other financial activities of the Company, and all the records required to be maintained pursuant to the Act.

(b) Tax Information. As soon as practical after the end of each taxable year of the Company, the Company shall send to Member all information with respect to the Company necessary to complete the latter’s federal, state, and local income or franchise tax or information returns with respect to the Company for the year.

6.4 Tax Matters.

(a) The undersigned intends that the Company be disregarded as an entity for federal and, to the extent, possible, state income tax purposes, and its income, gains, deductions, credits, losses and other tax items shall be treated as those of Member.

 

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(b) To the extent applicable, Member shall act as the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code.

ARTICLE 7

CHANGES IN MEMBERSHIP

7.1 New Members. New members may be admitted to the Company only with the prior written consent of Member.

7.2 Effect of Admission. The admission of a new member shall not cause a dissolution or termination of the Company. The withdrawal of a member from the Company shall cause a dissolution of the Company only if required by Section 8.1(c).

7.3 Transfers of Interest.

(a) Member shall have the right to sell, assign, pledge, transfer or otherwise dispose of all or any part of its interest in the Company.

(b) No transferee of all or any portion of Member’s interest in the Company shall be admitted as a substitute or additional member of the Company unless (i) such transfer is in full compliance with the provisions of this Agreement, (ii) such transfer has been approved in writing by Member, and (iii) such transferee shall have executed and delivered to the Company such instruments as Member reasonably deems necessary or desirable to effectuate the admission of such transferee as a member of the Company and to confirm the agreement of such transferee to be bound by all the terms, conditions and provisions of this Operating Agreement.

ARTICLE 8

DISSOLUTION AND TERMINATION

8.1 Events Causing Dissolution. The Company shall be dissolved upon the first to occur of the following events:

(a) the written consent of Member to dissolve the Company;

(b) December 31, 2055;

(c) the bankruptcy or dissolution of Member;

(d) entry of a decree of judicial dissolution under the Act; or

(e) any other event which causes a dissolution of the Company because the Act mandates dissolution upon the occurrence of such other event.

 

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8.2 Procedures Upon Dissolution.

(a) General. If the Company dissolves, it shall commence winding up pursuant to the appropriate provisions of the Act and the procedures set forth in this Section 8.2. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of Member, as such, shall continue to be governed by this Agreement.

(b) Control of Winding Up. Member shall have all the duties and responsibilities associated with the dissolution and winding up of the Company; provided however, if the dissolution was caused by the entry of a decree of judicial dissolution pursuant to Section 8.1(d), the winding up shall be carried out in accordance with such decree (the party conducting such winding up is hereinafter referred to as “Liquidator”).

(c) Manner of Winding Up. Upon dissolution of the Company, the Liquidator shall (i) cause to be filed such forms as are appropriate in connection with such dissolution, and (ii) determine the time, manner and terms of any sale or sales of Company property pursuant to such winding up, consistent with its fiduciary responsibility and having due regard to the activity and condition of the relevant market and general financial and economic conditions.

(d) Application of Assets. Upon dissolution of the Company, the remaining assets shall be applied as follows:

(i) Creditors. First, to payment of the liabilities of the Company owing to third parties and thereafter to Member (including affiliates). After payment of any such known liabilities, the Liquidator shall set up such reserves as are reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company. Such reserves may be paid over by the Liquidator to an escrow holder or trustee, to be held in escrow or trust for the purpose of paying any such contingent or unforeseen liabilities or obligations, and, at the expiration of such period as the Liquidator may deem advisable, such reserves shall be distributed to Member or its assigns in the manner set forth in Section 8.2(d)(ii) below.

(ii) Member. Second, to Member. All distributions pursuant to this Section 8.2(d)(ii) shall be made no later than the time at which the dissolution of the Company occurs (or, if later, within 90 days after the date of such liquidation).

8.3 Termination of Company. Upon the completion of the liquidation of the Company and the distribution of all Company assets, the Company’s affairs shall terminate and the Liquidator shall cause to be executed and filed a Certificate of Cancellation of the Company’s Certificate of Formation meeting the requirements of the Act, as well as any and all other documents required to effectuate the termination of the Company.

 

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ARTICLE 9

MISCELLANEOUS

9.1 Notices. Any written notice to Member or to the Company required or permitted hereunder shall be deemed to have been duly given and received (a) on the date of service, if served personally or sent by telex or facsimile transmission to the party to whom such notice is to be given, (b) on the fourth day after mailing, if mailed to such party by registered or certified mail, postage prepaid, and addressed to such party at the address set forth below, or at the most recent address specified by written notice given to Member or the Company, or (c) on the next day if sent by a nationally recognized courier for next day service and so addressed and if there is evidence of acceptance by receipt. Notices to the Company shall be addressed to it at its principal place of business.

 

  (a) Notice shall be sent to Member at:

K-W Properties

9701 Wilshire Boulevard, Suite 700

Beverly Hills, California 90212

Attn: Mr. Robert Hart

Phone: (310) 887-6473

Fax: (310) 887-6230

 

  (b) Notice shall be sent to the Company at:

KW Summer House Manager, LLC

9701 Wilshire Boulevard, Suite 700

Beverly Hills, California 90212

Attn: Mr. Robert Hart

Phone: (310)887-6473

Fax: (310) 887-6230

A party may change its address by notice given in accordance with this Section.

9.2 Binding Effect. This Agreement shall be binding on all successors and assigns of Member and inure to the benefit of the successors and assigns of Member except to the extent of any express contrary provision in this Agreement.

9.3 Amendment. This Agreement may be amended, except as otherwise provided herein, only with the written consent of Member.

9.4 Entire Agreement. This Agreement constitutes the entire understanding of Member with respect to the subject matter hereof.

9.5 Severability. If any provision of this Agreement or the application thereof to any party or circumstances is held invalid or unenforceable, the remainder of this Agreement and the

 

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application of such provision to other parties or circumstances shall not be affected thereby, and to this end, the provisions hereof are declared severable.

9.6 Applicable Law. The laws of the State of Delaware (other than its conflicts of law principles) shall govern the construction, interpretation and effect of this Agreement.

[signature page follows]

 

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IN WITNESS WHEREOF, Member has executed this Limited Liability Company Agreement of KW Summer House Manager, LLC as of the date first written above.

 

K-W PROPERTIES,
a California corporation
By:  

/s/ Robert E. Hart

Name: Robert E. Hart
Title:  Vice President
 EX-3.36 35 d235317dex336.htm AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated Limited Liability Company Agreement

Exhibit 3.36

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

FOR

DILLINGHAM RANCH AINA LLC

This Amended and Restated Limited Liability Company Agreement for Dillingham Ranch Aina LLC, a Delaware limited liability company (the “Company”) is made as of June 25, 2010, by and among 68-540 Farrington, LLC, a Delaware limited liability company (“Sole Member”), with reference to the following facts:

A. The Company was formed on March 31, 2006 as a limited liability company by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”). The Company was governed by that certain “Limited Liability Company Agreement for Dillingham Ranch Aina LLC” dated as of May 19, 2006 (the “Original Agreement”).

B. Michelle A. Dreyer has withdrawn as a Company member effective as of the date hereof. Sole Member now desires to adopt an amended and restated limited liability company agreement to govern the rights and obligations of members and managers of the Company and such amended and restated limited liability company operating agreement amends, modifies and supersedes the Original Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is acknowledged, the parties agree that the following shall be the Limited Liability Company Agreement of the Company.

1 Definitions. Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Agreement” means this Limited Liability Company Agreement of Dillingham Ranch Aina LLC, as the same may be hereafter amended, modified and/or restated from time to time.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Company” has the meaning specified in the introductory paragraph of this Agreement.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq..

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

“Sole Member” means 68-540 Farrington, LLC, a Delaware limited liability company, and any successor-in-interest thereof to the entire Sole Membership Interest.

“Sole Membership Interest” has the meaning specified in Section 8 of this Agreement.

2. Name. The name of the Company formed hereby is Dillingham Ranch Aina LLC.

3. Certificate of Formation; Purpose. The Certificate of Formation has heretofore been filed with the. Delaware Secretary of State by an authorized agent of the Company. The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act; however, the primary purpose of the Company is to: (a) acquire and own that certain real property known as “Dillingham Ranch” and all related real and personal property; (b) acquire and own all of the ownership interest in North Shore Water Company LLC; (c) acquire and own all of the ownership interest in Mokuleia Shores Holder LLC; and (d) to finance and refinance any of the foregoing activities. The existence of the Company shall continue until cancellation of the Certificate of Formation as provided in the Delaware Act.

4. Registered Office and Agent; Principal Office. The Company’s registered office and registered agent for service of process in Delaware pursuant to Section 18-104 of the Delaware Act shall be The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The principal office of the Company shall be located at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212. The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

5. Powers of the Company. Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together

with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in Section 3 above.

6. Powers of the Sole Member. The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

7. Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated for any such debt, obligation or liability of the Company by reason of being a member of the Company.

8. Admission of Sole Member. The Sole Member shall contribute to the capital of the Company such cash or other property as it may determine in its sole discretion. The Sole Member is hereby admitted as the sole member of the Company and the Company shall issue one (1) membership interest to the Sole Member (the “Sole Membership Interest”), representing a one hundred percent (100%) percentage interest in the Company.

9. Additional Contributions. The Sole Member shall not be required to make any additional capital contributions to the Company. The Sole Member may, however, make additional capital contributions to the Company in such amounts and at such times as it desires.

10. Management. Management of the Company shall be vested exclusively in the Sole Member. The Sole Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein and in the Certificate of Formation, including all powers, statutory or otherwise, possessed by members of a limited liability company under the Delaware Act. The Sole Member, acting alone, shall have the authority to bind the Company.

11. Officers. The Sole Member may, from time to time as it deems advisable, appoint one or more Persons as officers of the Company and assign titles (including, without limitation, a President, one or more Vice Presidents, a Secretary, and a Treasurer) to any such Persons. Unless the Sole Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of that title shall constitute the delegation to that Person of the authority and duties that are normally associated with that office. Any delegation pursuant to this Section 11 may be revoked or modified at any time by the Sole Member. Any individual may hold any number of offices. Initially, there shall be a President, three Vice Presidents, a Treasurer and a Secretary of the Company. The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

12. Assignments. The Sole Member may assign its Sole Membership Interest in whole or in part. If the Sole Member transfers all of its Sole Membership Interest pursuant to this Section 12, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of

this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a member of the Company.

13. Dissolution. The Company shall be dissolved and its affairs wound up in accordance with the Delaware Act upon the occurrence of any of the following events:

(a) Election of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b) Withdrawal or Dissolution of Sole Member. The withdrawal or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of the Sole Membership Interest pursuant to Section 12 of this Agreement), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c) Judicial Dissolution. The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

15. Amendment. This Agreement may be amended only in a writing signed by the Sole Member.

16. Severability. Every term and provision of this Agreement is intended to be severable, and if any term of provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

17. No Third-Party Rights. No Person other than the Sole Member and any Person entitled to indemnification pursuant to Section 14 of this Agreement shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member and any Person entitled to indemnification pursuant to Section 14 of this Agreement shall be a beneficiary of any provision of this Agreement.

18. Construction. In this Agreement, where the context so requires, all words used in the plural shall be deemed to have been used in the singular, and vice versa; the masculine shall include the feminine and neuter, and vice versa; and the present tense shall include the past and future tense, and vice versa.

19. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, excluding any conflict of laws rule or principle that might refer the governance or construction of this Agreement to the law of another jurisdiction.

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IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed as of the date first written above.

 

68-540 FARRINGTON, LLC,
a Delaware limited liability company
By:   KW Dillingham AINA LLC,
 

    a Delaware limited liability company,

    its sole member

      By:   K-W Properties,
    a California corporation,
    its sole member
    By:  

/s/ MARY L. RICKS

    Name:  

MARY L. RICKS

    Title:  

VICE PRESIDENT

 EX-3.37 36 d235317dex337.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.37

LIMITED LIABILITY COMPANY AGREEMENT

OF

KENNEDY WILSON PROPERTY EQUITY IV, LLC

Dated as of May 9, 2011

K-W Properties, a California corporation, hereby forms Kennedy Wilson Property Equity IV, LLC (the “Company”) as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”), and hereby declares the following to be the Limited Liability Company Agreement of the Company:

1. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Agreement” means this Limited Liability Company Agreement of Kennedy Wilson Property Equity IV, LLC, as the same may be hereafter amended, modified and/or restated from time to time.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Company” has the meaning specified in the introductory paragraph of this Agreement.

“Delaware Act” has the meaning specified in the introductory paragraph of this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

“Sole Member” means K-W Properties, a California corporation, and any successor-in-interest thereof to the entire Sole Membership Interest.

“Sole Membership Interest” has the meaning specified in Section 8 of this Agreement.

2. Name. The name of the Company formed hereby is Kennedy Wilson Property Equity IV, LLC.

3. Certificate of Formation; Purpose. The Certificate of Formation has heretofore been filed with the Delaware Secretary of State by an authorized agent of the Company. The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act. The existence of the Company shall continue until cancellation of the Certificate of Formation as provided in the Delaware Act.

4. Registered Office and Agent; Principal Office. The Company’s registered office and registered agent for service of process in Delaware pursuant to Section 18-104 of the Delaware Act shall be The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The principal office of the Company shall be located at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212. The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

5. Powers of the Company. Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in Section 3 above.

6. Powers of the Sole Member. The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

7. Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated for any such debt, obligation or liability of the Company by reason of being a member of the Company.

8. Admission of Sole Member. The Sole Member shall contribute to the capital of the Company such cash or other property as it may determine in its sole discretion. The Sole Member is hereby admitted as the sole member of the Company and the Company shall issue one (1) membership interest to the Sole Member (the “Sole Membership Interest”), representing a one hundred percent (100%) percentage interest in the Company.

9. Additional Contributions. The Sole Member shall not be required to make any additional capital contributions to the Company. The Sole Member may, however, make additional capital contributions to the Company in such amounts and at such times as it desires.

10. Management. Management of the Company shall be vested exclusively in the Sole Member. The Sole Member shall have the power to do any and all acts necessary,

 

2

convenient or incidental to or for the furtherance of the purposes described herein and in the Certificate of Formation, including all powers, statutory or otherwise, possessed by members of a limited liability company under the Delaware Act. The Sole Member, acting alone, shall have the authority to bind the Company.

11. Officers. The Sole Member may, from time to time as it deems advisable, appoint one or more Persons as officers of the Company and assign titles (including, without limitation, a President, one or more Vice Presidents, a Secretary, and a Treasurer) to any such Persons. Unless the Sole Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of that title shall constitute the delegation to that Person of the authority and duties that are normally associated with that office. Any delegation pursuant to this Section 11 may be revoked or modified at any time by the Sole Member. Any individual may hold any number of offices. Initially, William McMorrow shall serve as President of the Company, Barry Schlesinger shall serve as Vice President of the Company, John Prabhu shall serve as Vice President of the Company, Mary Ricks shall serve as Vice President of the Company and Freeman Lyle shall serve as Vice President of the Company, subject to all of the foregoing prerogatives of the Sole Member. The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

12. Assignments. The Sole Member may assign its Sole Membership Interest in whole or in part. If the Sole Member transfers all of its Sole Membership Interest pursuant to this Section 12, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a member of the Company.

13. Dissolution. The Company shall be dissolved and its affairs wound up in accordance with the Delaware Act upon the occurrence of any of the following events:

(a) Election of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b) Withdrawal or Dissolution of Sole Member. The withdrawal or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of the Sole Membership Interest pursuant to Section 12 of this Agreement), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c) Judicial Dissolution. The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

14. Exculpation; Indemnification by the Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend,

 

3

indemnify and hold harmless the Sole Member and, if the Sole Member so elects by notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member, or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member, or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

15. Amendment. This Agreement may be amended only in a writing signed by the Sole Member.

16. Severability. Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

17. No Third-Party Rights. No Person other than the Sole Member and any Person entitled to indemnification pursuant to Section 14 of this Agreement shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member and any Person entitled to indemnification pursuant to Section 14 of this Agreement shall be a beneficiary of any provision of this Agreement.

18. Construction. In this Agreement, where the context so requires, all words used in the plural shall be deemed to have been used in the singular, and vice versa; the masculine shall include the feminine and neuter, and vice versa; and the present tense shall include the past and future tense, and vice versa.

19. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, excluding any conflict of laws rule or principle that might refer the governance or construction of this Agreement to the law of another jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed as of the date first written above.

 

K-W PROPERTIES,

a California corporation

By:  

/s/ John Prabhu

Name:  

John Prabhu

Title:  

Vice President

 EX-3.38 37 d235317dex338.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.38

Limited Liability Company Agreement

of

KW BASGF II MANAGER, LLC

This Limited Liability Company Agreement (this “Agreement”) of KW BASGF II MANAGER, LLC, a Delaware limited liability company (the “Company”), is entered into by K-W Properties, a California corporation (the “Member”) and the Company.

RECITALS:

A. The Member has formed the Company under and subject to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) for the purpose described below; and

B. The Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and the Member’s rights and obligations with respect thereto.

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member and the Company hereby agree as follows:

1. Formation. The Member has formed a Delaware limited liability company pursuant to the Act. The Company’s Certificate of Formation was filed with the Delaware Secretary of State on September 5, 2006 (the “Certificate”). Except as expressly provided in this Agreement to the contrary, the Member’s rights and obligations and the Company’s administration and termination shall be governed by the Act.

2. Name. The name of the Company is KW BASGF II Manager, LLC.

3. Purpose. The Company is organized to: (i) acquire and own a five percent (5%) membership interest (or such other percentage as the Company may from time to time acquire and hold) in Bay Area Smart Growth Fund II, LLC, a Delaware limited liability company; and (ii) exercise all powers enumerated in the Act necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein.

4. Office and Registered Agent. The Company’s principal place of business shall be 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, unless changed by the Member. The name and address of the Company’s registered agent for service of process are as specified in the Certificate.

5. Member. The name and the business address of the Member is as follows:

K-W Properties

c/o Kennedy-Wilson

9601 Wilshire Boulevard, Suite 220

Beverly Hills, California 90210

Attn: John Prabhu

6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.

7. Officers. The Company may have officers. The Member hereby designates Barry Schlesinger as the President and Secretary of the Company. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision of the business and affairs of the Company, shall preside at all Company meetings, and shall have such other powers and duties usually vested in a chief executive officer. The Member hereby designates Freeman Lyle as Chief Financial Officer and Assistant Secretary and John Prabhu as Vice-President and Assistant Secretary. The Member may provide for and nominate additional officers consisting of vice-presidents, a secretary, a treasurer and assistant officers, may alter the powers and duties of the President, and shall establish the powers and duties of all other officers. No officer need be a Member. All officers shall serve at the will and sole and absolute discretion of the Member and their appointment and removal shall be evidenced by a resolution of the Company executed solely by the Member. Any officer acting alone shall have the authority to bind or obligate the Company in any respect. No officer shall receive any compensation or other remuneration for acting as an officer of the Company; provided, however that nothing set forth herein shall prohibit an individual who is an employee of the Company from receiving compensation and benefits as an employee. No officer shall have any right, title or interest in the capital, profits, losses or distributions of the Company or in any property of the Company by virtue of his or her status as an officer. The Company shall indemnify, defend, protect and hold harmless each officer duly appointed hereunder from any claim, damage, loss or liability which he or she may suffer which arises from or relates to the performance of the duties assigned to him or her by the President and/or Member. Any individual may hold any number of offices. No officer need be a resident of the State of California, Delaware or citizen of the United States. If the Member is a corporation, such corporation’s officers may serve as officers of Company if appointed by the Member.

8. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the resignation, expulsion, bankruptcy, dissolution, death or insanity of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act, or (d) in any event, at 12:00 midnight on December 31, 2056.

9. Capital Contributions. The Member has contributed or will contribute 100% of the capital of the Company, but any contribution shall be made on or made in the sole discretion of the Member.

10. Allocation of Profits and Losses; Tax Matters. For so long as, and during such time as the Company shall have only one owner for U.S. federal income tax purposes, the following shall apply for such purposes and for relevant state income tax purposes, but only for such purposes: (i) in accordance with Section 301.7701-3(a) of the Income Tax Regulations. the Company shall be disregarded as an entity separate from such owner; (ii) all items of income, gain, loss, deduction and credit of the Company shall be treated as recognized directly by such owner; and (iii) the assets and liabilities of the Company shall be treated

 

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as the assets and liabilities of such owner.

11. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

12. Assignments. The Member may assign in whole or in part its limited liability company interest in the Company.

13. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the prior written consent of the Member. Upon such admission, the members shall agree to and make appropriate changes to this Agreement in writing, including changes to reflect the status of the Company as a partnership for applicable income tax purposes.

14. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

15. Amendment. This Agreement may be amended from time to time with the prior written consent of the Member and the Company.

16. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

17. Creditors Not Benefited. Nothing contained in this Agreement is intended or shall be deemed to benefit any creditor of the Company or any member, and no creditor of the Company shall be entitled to require the Company or the Member to solicit or accept any capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of May 21, 2007.

 

COMPANY

KW BASGF II MANAGER, LLC,

a Delaware limited liability company

By:   K-W Properties,
  a California corporation
  its sole member and manager
  By:  

/s/ John Prabhu

  Name: John Prabhu
  Its:      Vice President

 

MEMBER:

K-W PROPERTIES,

a California corporation

By:  

/s/ John C. Prabhu

Name:   John Prabhu
Its:   Vice President

 

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EX-3.39 38 d235317dex339.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.39

Execution Version

LIMITED LIABILITY COMPANY AGREEMENT

OF

KENNEDY WILSON PROPERTY SPECIAL EQUITY III, LLC

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del.C. §§ 18-101, et seq.) (as amended from time to time, the “Act”), and do hereby certify and agree as follows:

Section 1. Name. The name of the Company shall be “Kennedy Wilson Property Special Equity III, LLC” or such other name as the Board of Managers (as defined below) may from time to time hereafter designate.

Section 2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

Section 3. Offices.

(a) The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Board of Managers may from time to time designate.

(b) The registered office of the Company in the State of Delaware shall be located at The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

Section 4. Members. The name and business address of the initial member of the Company are set forth on Schedule A attached hereto. To the extent that any additional or substitute members (together with the initial members, the “Members”) are hereafter admitted as members of the Company, the Members shall revise Schedule A of this Agreement accordingly.

Section 5. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with the Act or Section 14 of this Agreement.

Section 6. Management of the Company.

(a) The Members hereby exclusively vest the power to manage, operate and set policies for the Company in a management board (the “Board of Managers”) initially consisting of the persons listed on Schedule B attached hereto (each, a “Manager”). Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any

other place that a majority of the Managers determine. In the alternative, meetings may be held by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting. The presence of a majority of the total number of the whole Board of Managers shall constitute a quorum for the transaction of business; provided that a quorum shall not exist unless at least two Managers are present. Meetings shall be held in accordance with the schedule established by the Board of Managers. In addition, one-third of the Managers then in office (rounded up to the nearest whole number) or the President may convene a meeting of the Board of Managers upon at least five (5) business days’ prior written notice to the other Managers. Decisions of the Board of Managers shall require the approval of majority of the Managers present at a meeting. The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers. Minutes of each meeting and a record of each decision shall be kept by the Secretary of the Company. The Board of Managers may establish such other rules and procedures for its deliberations as it deems necessary or desirable. Managers may be removed, and substituted or additional Managers may be appointed to the Board of Managers, at any time by the Members.

(b) The Board of Managers shall have the power by itself or through agents, and shall be authorized and empowered on behalf and in the name of the Company, to carry out all of the objects and purposes of the Company and to perform all acts and enter into and perform all acts and other undertakings that it may in its discretion deem necessary or advisable in that connection, in each case in accordance with the provisions of this Agreement. A Manager acting individually in his capacity shall have the power to act for or bind the Company to the extent authorized to do so by the Board of Managers. Each Manager is hereby designated as an authorized person, within the meaning of the Act, to execute and file a Certificate of Formation (and any amendments and/or restatements) thereof with the Secretary of State of the State of Delaware and any applicable filings as a foreign limited liability company in any State where such filings may be necessary or desirable. The Board of Managers may designate to any officer of the Company elected in accordance with paragraph (d) below, any of the powers of the Board of Managers set forth in this Agreement.

(c) In connection with the foregoing general powers, the Board of Managers (or any officer to whom the Board of Managers has delegated such authority) is authorized and empowered on behalf and in the name of the Company, or through agents, as appropriate, to:

(i) make all decisions concerning the negotiation, structuring (if appropriate), commitment to and monitoring of investments;

(ii) acquire, hold, sell, transfer, exchange, lend, pledge and dispose of investments and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to investments, including voting rights, approval of restructurings, participation in arrangements with creditors, institution and settlement or compromise of suits and administrative proceedings and similar actions;

 

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(iii) open, maintain and close bank accounts, draw checks or other orders for the payment of money and open, maintain and close brokerage, mutual fund and similar accounts;

(iv) hire, for usual and customary payments and expenses, consultants, brokers, attorneys, accountants and other agents and employees for the Company which the Board of Managers deems necessary or advisable and authorize any agent or employee to act for and on behalf of the Company;

(v) cause the Company to borrow money from any commercial lender or any other person or to guarantee loans or other extensions of credit for any purpose, including, without limitation, to cover Company expenses and to make investments;

(vi) cause the Company to lend money to any person on such terms as the Board of Managers shall approve;

(vii) enter into, execute, maintain and terminate contracts, undertakings, agreements and other documents and instruments in the name of the Company, and take all action that may be necessary or advisable to further the Company’s activities; and

(viii) in its sole discretion, make any elections with respect to United States federal, state and local and foreign tax matters.

(d) The Board of Managers shall have the power to elect such officers of the Company as it may deem proper. All officers of the Company elected by the Board of Managers shall hold office for such term as may be determined by the Board of Managers or until their respective successors are chosen. Any officer may be removed from office at any lime either with or without cause by the affirmative vote of a majority of the Managers then in office. Each of the officers of the Company shall have the powers and duties prescribed by the Board of Managers and, unless otherwise prescribed by the Board of Managers, shall have such further powers and duties as ordinarily pertain to that office.

Section 7. Liability; Indemnification.

(a) Any Member, Manager or officer, employee or agent of the Company (including a person having more than one such capacity) shall not be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity, except as otherwise provided by the Act.

(b) To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Member, Manager and officer, employee and agent of the Company from and against any and all losses, claims, damages, liabilities or expenses of whatever nature (each, a “Claim”), as incurred, arising out of or relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a court of competent jurisdiction has made a formal determination that such person (x) failed to act in good faith or, (y) was either grossly negligent or engaged in willful misconduct.

 

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Section 8. Capital Contributions. Members may make capital contributions to the Company in such amounts and at such times as the Members may elect.

Section 9. Assignments of Member’s Interest. No Member may sell, assign, pledge or otherwise transfer or encumber (collectively, “transfer”) all or any part of his interest in the Company, nor shall any Member have the power to substitute a transferee in his place as a substitute Member, without, in either event, having obtained the prior written consent of the Managing Member, which consent may be given or withheld in its sole discretion.

Section 10. Withdrawal.

(a) No Member shall have the right to withdraw all or any part of its membership interest in the Company except with the consent of the Managers and upon such terms and conditions as may be specifically agreed upon between the Managers and the withdrawing Member. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Member shall be entitled to claim any further or different distribution upon withdrawal under Section 18-604 of the Act or otherwise.

(b) The Managers, in their sole discretion, may require any Member to withdraw all or any part of its membership interest in the Company at any time on not less than twenty (20) days’ notice, such withdrawal to be effective on the date specified in such notice.

Section 11. Additional Members. The Managers shall have the right to admit additional Members upon such terms and conditions, at such time or times, and for such capital contributions as shall be determined by the Managers; and in connection with any such admission, the Managers shall have the right to amend Schedule A attached hereto to reflect the name, business address and capital contribution of the admitted Member.

Section 12. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such time and in such amounts as the Managers may determine. If there is more than one Member of the Company, distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with the amount of their proportionate contributions to the Company as set forth on Schedule A attached hereto.

Section 13. Return of Capital. No Member has the right to receive, and the Managers have absolute discretion to make, any distributions to a Member which include a return of all or any part of such Member’s capital contribution; provided that upon the dissolution of the Company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

Section 14. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the determination of the Managers or upon the unanimous consent of the Members to dissolve the Company. Such dissolution and winding up shall be carried out in accordance with the Act.

Section 15. Fiscal Year. The fiscal year of the Company shall be the twelve-month period as fixed by the Board of Directors.

 

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Section 16. Amendments. This Agreement may be amended by the Board of Managers, provided, however, that any amendment that adversely affects the rights or interests of any Member under this Agreement shall require the written consent of each such Member.

Section 17. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be subject to and governed by the laws of the State of Delaware.

Section 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[END OF PAGE]

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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of November 19, 2008.

 

KENNEDY-WILSON PROPERTIES LTD.
By:  

/s/ Freeman Lyle

Name:   Freeman Lyle
Title:  

SCHEDULE A

INITIAL MEMBERS

 

A. Names and Business Addresses

Kennedy-Wilson Properties, Ltd.

9601 Wilshire Boulevard

Suit 220

Beverly Hills, California 90210

 

B. Capital Contributions

 

Member

    Initial Capital
Contributions		      Percentage Interest  

Kennedy-Wilson Properties, Ltd.

    $ 1,000.00         100.00 % 

TOTAL

    $ 1,000.00         100.00 % 

SCHEDULE B

INITIAL BOARD OF MANAGERS

Names

Barry Schlesinger

Freeman A. Lyle

William J. McMorrow

EX-3.40 39 d235317dex340.htm LIMITED LIABILITY COMPANY AGREEMENT Limited Liability Company Agreement

Exhibit 3.40

LIMITED LIABILITY COMPANY AGREEMENT

OF

KWF INVESTORS III, LLC

A Delaware Limited Liability Company

This Limited Liability Company Agreement is made as of November 30, 2010, by and among the Persons set forth on Exhibit A, with reference to the following facts:

A. The parties desire to form KWF Investors III, LLC (the “Company”) as a limited liability company under the laws of the State of Delaware and, to that end, have filed a Certificate of Formation for the Company with the Delaware Secretary of State.

B. The parties now desire to adopt a limited liability company agreement to govern their respective rights and obligations as members and manager of the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is acknowledged, the parties agree that the following shall be the Limited Liability Company Agreement of the Company.

ARTICLE I

DEFINITIONS

When used in this Agreement, the following terms have the following meanings:

1.1 “Act” means the Limited Liability Company Act of the State of Delaware.

1.2 “Additional Capital Contributions” has the meaning specified in Section 3.2.

1.3 “Additional Capital Tender Date” has the meaning specified in Section 3.2.

1.4 “Adjusted Capital Account” of a Member means the Capital Account of that Member increased by the Member’s share of Company Minimum Gain and Member Minimum Gain.

1.5 “Adjusted Capital Contribution” of a Member means the excess of (a) that Member’s Capital Contribution to the Company, over (b) Distributions to that Member under Section 6.8(a).

1.6 “Affiliate” of a Member or Manager means (a) a Person directly or indirectly (through one or more intermediaries) controlling, controlled by or under common control with that Member or Manager; (b) an officer, director, partner, member or immediate family member of that Member or Manager; or (c) a member of the immediate family of an officer, director, partner or member of that Member or Manager; provided, however, that (i) neither the Company nor any of its subsidiaries will be deemed an Affiliate of a Member or Manager and (ii) neither a

 

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Member nor a Manager nor any of their respective Affiliates will be deemed an Affiliate of the Company or any of the Company’s subsidiaries. For these purposes “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.7 “Agreement” means this Limited Liability Company Agreement of KWF Investors III, LLC, as originally executed and as amended from time to time.

1.8 “Bankruptcy” of a Member means the institution of any proceedings under any federal or state law for the relief of debtors, including the filing by or against that Member of a voluntary or involuntary case under the federal bankruptcy law, which proceedings, if involuntary, are not dismissed within sixty (60) days after their filing; an assignment of the property of that Member for the benefit of creditors; the appointment of a receiver, trustee or conservator of any substantial portion of the assets of that Member, which appointment, if obtained ex parte, is not dismissed within sixty (60) days thereafter; the seizure by a sheriff, receiver, trustee or conservator of any substantial portion of the assets of that Member; the failure by that Member generally to pay its debts as they become due within the meaning of Section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court; or that Member’s admission in writing of its inability to pay its debts as they become due.

1.9 “Business Day” means any day except a Saturday, Sunday or other day on which banking institutions in the United States are authorized by law or executive action to close.

1.10 “Capital Account” of a Member means the capital account of that Member determined from the inception of the Company strictly in accordance with the rules set forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations. In the event that assets of the Company other than cash are distributed to a Member in kind, Capital Accounts shall be adjusted for the hypothetical “book” gain or loss that would have been realized by the Company if the distributed assets had been sold for their fair market values in a cash sale (in order to reflect unrealized gain or loss). In the event of the liquidation of the Company, Capital Accounts shall be adjusted for the hypothetical “book” gain or loss that would have been realized by the Company if all Company assets had been sold for their fair market values in a cash sale (in order to reflect unrealized gain or loss).

1.11 “Capital Contribution” of a Member, at any particular time, means the amount of money or property or a promissory note or other binding obligation to contribute money or property, which that Member has theretofore contributed to the capital of the Company.

1.12 “Certificate of Formation” means the Certificate of Formation of the Company as filed under the Act with the Delaware Secretary of State, as the same may be amended from time to time.

1.13 “Code” means the Internal Revenue Code of 1986.

1.14 “Company” means KWF Investors III, LLC, a Delaware limited liability company.

 

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1.15 “Company Minimum Gain” with respect to any taxable year of the Company means the “partnership minimum gain” of the Company computed strictly in accordance with the principles of Section 1.704-2(d) of the Treasury Regulations.

1.16 “Contributing Member” has the meaning specified in Section 3.3.

1.17 “Distributable Cash” at any time means that portion of the cash then on hand or in bank accounts of the Company which the Manager in its absolute discretion, deems available for distribution to the Members, taking into account (a) the amount of cash required for the payment of all current expenses, liabilities and obligations of the Company (whether for expense items, capital expenditures, improvements, retirement of indebtedness or otherwise) and (b) the amount of cash which the Manager deems necessary to establish prudent reserves for the payment of future capital expenditures, improvements, retirements of indebtedness, operations and contingencies, known or unknown, liquidated or unliquidated, including, but not limited to, liabilities which may be incurred in litigation and liabilities undertaken pursuant to the indemnification provisions of this Agreement.

1.18 “Distribution” means the transfer of money or property by the Company to one or more Members without separate consideration.

1.19 “Economic Interest” means a share, expressed as a percentage, of one or more of the Company’s Net Profits, Net Losses, Tax Credits, Distributable Cash or other Distributions, but does not include any other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company or the right to information concerning the business and affairs of the Company.

1.20 “Economic Risk of Loss” means the economic risk of loss within the meaning of Section 1.752-2 of the Treasury Regulations.

1.21 “Election Notice” has the meaning specified in Section 3.3.

1.22 “Fiscal Year” means the Company’s fiscal year, which shall be the calendar year.

1.23 “Former Member” has the meaning specified in Section 8.2.

1.24 “Former Member’s Interest” has the meaning specified in Section 8.2(a).

1.25 “Indemnified Persons” has the meaning specified in Section 11.1.

1.26 “Manager” means the manager of the Company selected by the Members pursuant to Section 5.1(b).

1.27 “Member” means each Person who (a) is an initial signatory to this Agreement, has been admitted to the Company as a Member in accordance with the Certificate of Formation or this Agreement or is a transferee of a Member who has become a Member in accordance with ARTICLE VII, and (b) has not suffered a Membership Termination Event.

 

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1.28 “Member Minimum Gain” has the meaning given to the term “partner nonrecourse debt minimum gain” in Section 1.704-2(i) of the Treasury Regulations.

1.29 “Member Nonrecourse Debt” means any “partner nonrecourse liability” or “partner nonrecourse debt” under Section 1.704-2(b)(4) of the Treasury Regulations. Subject to the foregoing, it means any Company liability to the extent the liability is nonrecourse for purposes of Section 1.1001-2 of the Treasury Regulations, and a Member (or related Person within the meaning of Section 1.752-4(b) of the Treasury Regulations) bears the Economic Risk of Loss under Section 1.752-2 of the Treasury Regulations because, for example, the Member or related Person is the creditor or a guarantor.

1.30 “Member Nonrecourse Deductions” means the Company deductions, losses and Code Section 705(a)(2)(B) expenditures, as the case may be (as computed for “book” purposes), that are treated as deductions, losses and expenditures attributable to Member Nonrecourse Debt under Section 1.704-2(i)(2) of the Treasury Regulations.

1.31 “Membership Interest” means a Member’s total interest as a member of the Company, including that Member’s share of the Company’s Net Profits, Net Losses, Tax Credits, Distributable Cash or other Distributions, its right to inspect the books and records of the Company and its right, to the extent specifically provided in this Agreement, to participate in the business, affairs and management of the Company and to vote or grant consent with respect to matters coming before the Company.

1.32 “Membership Termination Event” with respect to any Member means one or more of the following: the withdrawal, resignation, Bankruptcy, dissolution or occurrence of any other event which terminates the continued membership of that Member in the Company, other than a Transfer of a Member’s Membership Interest which is made in accordance with the provisions of ARTICLE VII.

1.33 “Net Profits” and “Net Losses” means, for each fiscal period, the net income and net loss, respectively, of the Company determined strictly in accordance with federal income tax principles (including rules governing depreciation and amortization), except that in computing net income or net loss, the “book” value of an asset will be substituted for its adjusted tax basis if the two differ, and the following items shall be excluded from the computation:

(a) any gain, income, deductions or losses specially allocated under Sections 6.1, 6.2, or 6.3;

(b) any Nonrecourse Deductions; and

(c) any Member Nonrecourse Deductions.

1.34 “Non-Contributing Member” has the meaning specified in Section 3.3.

1.35 “Nonrecourse Deductions” in any fiscal period means the amount of Company deductions that are characterized as “nonrecourse deductions” under Treasury Regulations Section 1.704-2(b) of the Treasury Regulations.

 

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1.36 “Nonrecourse Liability” means a liability treated as a “nonrecourse liability” under Sections 1.704-2(b)(3) and 1.752-1(a)(2) of the Treasury Regulations.

1.37 “Percentage Interest” means the percentage interest of a Member set forth opposite the name of that Member in Exhibit A, as such percentage may be adjusted from time to time pursuant to the provisions of this Agreement.

1.38 “Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership (whether general, limited or limited liability), trust, limited liability company, real estate investment trust, organization, individual (including any personal representative, executor or heir of a deceased individual), nation, state, government (including any agency, department, bureau, board, division or instrumentality thereof), trustee, receiver or liquidator.

1.39 “Priority Loan” means a loan made by the Contributing Members to the Company to compensate for the Non-Contributing Members’ failure to make an Additional Capital Contribution, which loan will bear interest at the lesser of (a) ten percent (10%) per annum or (b) the highest nonusurious rate that would be permitted by applicable law.

1.40 “Shortfall Amount” has the meaning specified in Section 3.3.

1.41 “Tax Credits” means all credits against income or franchise taxes and credits allowable to Members under state, federal or other tax statutes.

1.42 “Tax Matters Partner” means the Member appointed pursuant to the provisions of Section 9.3 to serve as the “tax matters partner” of the Company for purposes of Sections 6221-6233 of the Code. Initially, the Tax Matters Partner shall be K-W Properties.

1.43 “Transfer” means, with respect to a Membership Interest or any interest therein, the sale, assignment, transfer, disposition, pledge, hypothecation or encumbrance thereof, whether direct or indirect, voluntary, involuntary or by operation of law, and whether or not for value, of (a) all or any part of that Membership Interest or interest therein or (b) a controlling interest in any Person which directly holds that Membership Interest or interest therein.

1.44 “Treasury Regulations” means the regulations of the United States Treasury Department pertaining to the income tax.

References in this Agreement to “Articles,” “Sections,” “Exhibits” and “Schedules,” shall be to the Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specifically provided; all Exhibits and Schedules to this Agreement are incorporated herein by reference; any of the terms used in this Agreement may, unless the context otherwise requires, be used in the singular or the plural and in any gender depending on the reference; the words “herein”, “hereof” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and except as otherwise specified in this Agreement, all references in this Agreement (a) to any Person shall be deemed to include such Person’s permitted heirs, personal representatives, successors and assigns; (b) to any agreement, any document or any other written instrument shall be a reference to such agreement, document or instrument together with all exhibits, schedules,

 

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attachments and appendices thereto, and in each case as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof; and (c) to any law, statute or regulation shall be deemed references to such law, statute or regulation as the same may be supplemented, amended, consolidated, superseded or modified from time to time.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1 Name. The name of the Company shall be “KWF Investors III, LLC.” The business of the Company may be conducted under that name or, upon compliance with applicable law, under any other name that the Manager deems appropriate or advisable.

2.2 Term. The term of the Company’s existence commenced upon the filing of its Certificate of Formation with the Delaware Secretary of State on November 30, 2010 and shall continue until such time as it is terminated pursuant to ARTICLE X.

2.3 Office and Agent. The principal office of the Company shall be at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California, 90212 or at such other place as the Manager may determine from time to time. The Company may also have such other offices within and without the State of California as the Manager may from time to time determine. The name and business address of the Company’s agent for service of process in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, or as may otherwise be determined by the Manager from time to time.

2.4 Purpose of Company. The Company may engage in any lawful activity for which a limited liability company may be organized under the Act.

2.5 Intent. It is the intent of the Members that the Company shall always be operated in a manner consistent with its treatment as a “partnership” for Federal and state income tax purposes. It also is the intent of the Members that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the United States Bankruptcy Code. No Member or Manager shall take any action inconsistent with that express intent.

2.6 Reimbursement of Expenses of Organization. The Members hereby authorize the Company to pay its expenses of organization and to reimburse any Person advancing funds for that purpose.

2.7 Title to Company Property. All property owned by the Company shall be owned by the Company as an entity and, insofar as permitted by applicable law, no Member shall have any ownership interest in any Company property in its individual name or right, and each Member’s interest in the Company shall be personal property for all purposes.

 

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ARTICLE III

CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions. Concurrently herewith, each Member shall contribute to the Company the monies and/or properties which are specified in Exhibit A as that Member’s initial Capital Contribution.

3.2 Additional Capital Contributions. If at any time the Manager determines that funds (“Additional Capital Contributions”) in addition to the initial Capital Contributions referred to in Section 3.1 are required by the Company for any Company purpose, the Manager shall give written notice to the Members (i) stating the aggregate amount of such Additional Capital Contributions, (ii) stating in reasonable detail the reasons such Additional Capital Contributions are required, the intended use thereof and such other information as any Member may reasonably request, and (iii) stating the date proposed for payment of such Additional Capital Contributions to the Company (the “Additional Capital Tender Date”). Each Member shall be obligated to contribute to the Company on or prior to the Additional Capital Tender Date, in cash or immediately available funds, the aggregate amount of Additional Capital Contributions to be made on the Additional Capital Tender Date, in proportion to their respective Percentage Interests. No Member shall be required to make any additional Capital Contributions not specifically referred to in Section 3.1 or Section 3.2.

3.3 Failure to Make Additional Capital Contributions. In the event that one or more Members (the “Contributing Members”) have tendered their entire share of the Additional Capital Contribution and one or more Members (the “Non-Contributing Members”) fail to timely fund their entire share of such Additional Capital Contribution, then the Contributing Members shall be given the opportunity to fund the amount of the Additional Capital Contribution that the Non-Contributing Members failed to fund (the “Shortfall Amount”) in the form of a Priority Loan or Additional Capital Contributions, as determined by Manager. The Manager shall, within five (5) Business Days after the Additional Capital Tender Date, notify in writing each Contributing Member of such failure, the Shortfall Amount, and whether the Contributing Members will have the opportunity to fund the Shortfall Amount in the form of a Priority Loan or Additional Capital Contributions. Each Contributing Member shall within three (3) Business Days after receiving such notice give notice (the “Election Notice”) to the Manager indicating whether such Member will fund the Shortfall Amount. If one or more Contributing Members elects to fund the Shortfall Amount, then such Contributing Member(s) will make such Priority Loan or Additional Capital Contributions, as the case may be, to the Company within five (5) Business Days after the date of the Election Notice. In the event that there is more than one Contributing Member that elects to fund the Shortfall Amount, the Contributing Members will fund the Shortfall Amount on a pro rata basis in proportion to their respective Percentage Interests. Any Priority Loan will be due and payable to the lending Members prior to any Distributions being made to any Members, with repayments being applied first to reduce any interest accrued thereon and then to reduce principal. Any Priority Loan will be fully recourse, pro rata, to the Non-Contributing Members that failed to fund the Shortfall Amount that is the subject of such Priority Loan. Each Contributing Member making an Additional Capital Contribution shall receive a credit to its Capital Account in the amount of such Additional Capital Contribution. Immediately following any such Additional Capital Contribution, the

 

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Percentage Interests of the Members shall be adjusted to reflect the new relative proportions thereof and the Manager shall amend Exhibit A to reflect such adjustments to the Percentage Interests and such Additional Capital Contributions (which amendment shall not require the consent of any Members).

3.4 Capital Accounts. The Company shall establish and maintain an individual Capital Account for each Member.

3.5 No Priorities of Members; No Withdrawals of Capital. Except as otherwise specified in ARTICLE VI and in the Act, no Member shall have a priority over any other Member as to any Distribution, whether by way of return of capital or by way of profits, or as to any allocation of Net Profits or Net Losses. No Member shall have the right to withdraw or reduce its Capital Contributions in the Company except as a result of the dissolution of the Company or as otherwise provided in Section 4.3 or the Act, and no Member shall have the right to demand or receive property other than cash in return for its Capital Contributions.

3.6 No Interest. No Member shall be entitled to receive any interest on its Capital Contributions.

ARTICLE IV

MEMBERS

4.1 Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise.

4.2 Admission of Additional Members. Subject to compliance with applicable law, additional Members may be admitted to the Company from time to time upon such terms and conditions as the Manager may determine, and any such additional Members shall be granted Membership Interests and may participate in the management, Distributable Cash, Net Profits, Net Losses, Tax Credits and other Distributions of the Company on such terms as the Manager may fix.

4.3 Withdrawal. No Member may withdraw or resign from the Company except with the prior written consent of all other Members which consent may be given or withheld, conditioned or delayed in the other Members’ sole discretion.

ARTICLE V

MANAGEMENT AND CONTROL OF THE COMPANY

5.1 Management of the Company by the Manager.

(a) Management by the Manager. The business and affairs of the Company shall be managed and controlled exclusively by the Manager. Except for situations in which the approval of the Members is specifically required by the Act, the Certificate of Formation or this Agreement, the Manager shall have full authority, power and discretion to manage and control

 

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the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. Within the resources available to the Company, the Manager shall control and direct the administration of the business and affairs of the Company in accordance with sound business practice, taking such steps as are necessary or appropriate in its reasonable judgment to conserve and enhance the value and profitability of the Company’s business, property and affairs.

(b) Election and Term of the Manager. The Company shall initially have one (1) Manager, who shall be K-W Properties. Unless the Manager resigns or is removed, the Manager shall hold office indefinitely. The Manager may be removed at any time for any reason by the affirmative vote or written consent of a majority of the Percentage Interests of all of the Members. Any such removal shall be without prejudice to the rights, if any, of the Manager under any employment contract with the Company and, if the Manager is also a Member, shall not affect the Manager’s rights as a Member or constitute his, her or its withdrawal as a Member. Any vacancy of a Manager occurring for any reason may be filled by the affirmative vote or written consent of a majority of the Percentage Interests of all of the Members.

5.2 Officers of the Company.

(a) Appointment of Officers. The Manager may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Manager in the conduct of, the day-to-day business and affairs of the Company. The officers of the Company may include a Chairperson, a President or Chief Executive Officer, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Manager subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation and as shall be determined from time to time by the Manager, but subject in all instances to the supervision and control of the Manager. The Manager hereby initially appoints the following persons to the following executive offices: William McMorrow, Chairman; Mary Ricks, President; Barry Schlesinger, Vice President; and Matt Windisch, Vice President, subject to all of the foregoing prerogatives of the Manager.

(b) Signing Authority of Officers. Any Chairman, President or Vice President acting alone, or any other person or persons designated by the Manager, is hereby authorized to execute, deliver and perform all contracts, agreements, certificates, checks, drafts, orders for payment of money, notes, evidences of indebtedness or other instruments on behalf of and in the name of the Company.

(c) Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chairperson, the President or Chief Executive Officer, any Vice-President or the Chief Financial Officer, is not

 

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invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

5.3 Limitations on Power of the Manager. The Manager shall have no power or authority to approve or cause the Company to engage in any of the following, without first obtaining the unanimous vote or written consent of all Members:

(a) the sale or disposition of all or substantially all of the assets of the Company;

(b) the dissolution of the Company;

(c) the merger of the Company with another limited liability company, corporation, general partnership, limited partnership or other entity;

(d) any act which would make it impossible to carry on the ordinary business of the Company;

(e) any decision to place the Company into Bankruptcy; or

(f) any amendment to the Certificate of Formation or this Agreement.

5.4 Transactions between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members and/or the Manager may, and may cause their Affiliates to, engage in any transaction with the Company (including, without limitation, the purchase, sale, lease or exchange of any property, the lending of money, the rendering of any service or the establishment of any salary, other compensation or other terms of employment) so long as that transaction is not expressly prohibited by this Agreement.

5.5 Performance of Duties; Liability of the Manager and Officers. No Manager or officer shall be liable to the Company or to any Member for any losses or damages suffered by them, except as the result of that Manager’s or officer’s fraud, deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law or material breach of this Agreement by that Manager or officer or as a result of acts from which that Manager or officer derives an improper personal benefit. The Manager and officers, if any, shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and the Members. In performing their duties, the Manager and officers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, of the following persons or groups unless they have knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that the Manager and officers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

(a) one or more agents of the Company whom the Manager or officers, as the case may be, reasonably believe to be reliable and competent in the matters presented; or

 

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(b) any attorney, independent accountant or other Person as to matters which the Manager or officers, as the case may be, reasonably believe to be within such Person’s professional or expert competence.

5.6 Competitive Activities; Company Opportunities. The Members, and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates, may engage or invest in, independently or with others, any business activity of any type or description, including without limitation those that might be the same as or similar to the Company’s business and that might be in direct or indirect competition with the Company’s business. Neither the Company nor any other Member shall have the right in or to such other ventures or activities or to the income or proceeds derived therefrom. The Members shall not be obligated to present any investment opportunity or prospective economic advantage to the Company or the other Members even if the opportunity is one of the character that, if presented to the Company or the other Members, could be taken by the Company or any of the other Members. The Members shall have the right to hold any investment opportunity or prospective economic advantage for their own account or to recommend such opportunity to Persons other than the Company or the other Members. The Members acknowledge that the other Members and their Affiliates own and/or manage other businesses, including businesses that may compete with the Company and for the Members’ time. The Members hereby waive any and all rights and claims which they may otherwise have against the other Members and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates as a result of any such activities.

5.7 Expenses. The Company shall reimburse the Members and the Manager and their respective Affiliates for all reasonable out-of-pocket costs and expenses incurred by them in connection with the business and affairs of the Company, as well as organizational expenses (including, without limitation, legal and accounting fees and costs) incurred by them to form the Company and to prepare the Certificate of Formation and this Agreement.

ARTICLE VI

ALLOCATIONS OF NET PROFITS, NET LOSSES AND DISTRIBUTIONS

6.1 Minimum Gain Chargeback. In the event that there is a net decrease in the Company Minimum Gain during any taxable year, the minimum gain chargeback described in Sections 1.704-2(f) and (g) of the Treasury Regulations shall apply.

6.2 Member Minimum Gain Chargeback. If during any taxable year there is a net decrease in Member Minimum Gain, the partner minimum gain chargeback described in Section 1.704-2(i)(4) of the Treasury Regulations shall apply.

6.3 Qualified Income Offset. Any Member who unexpectedly receives an adjustment, allocation or Distribution described in subparagraphs (4), (5) or (6) of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations, which adjustment, allocation or distribution creates or increases a deficit balance in that Member’s Capital Account, shall be allocated items of “book” income and gain in accordance with the provisions of the “qualified income offset” as described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

 

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6.4 Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Members in proportion to their Percentage Interests.

6.5 Member Nonrecourse Deductions. Member Nonrecourse Deductions shall be allocated to the Members as required in Section 1.704-2(i)(1) of the Treasury Regulations in accordance with the manner in which the Members bear the burden of an Economic Risk of Loss corresponding to the Member Nonrecourse Deductions.

6.6 Allocation of Net Profits. The Net Profits for each fiscal period of the Company shall be allocated to the Members in accordance with the following order of priority:

(a) first, to those Members with negative Adjusted Capital Accounts, among them in proportion to the ratio of the negative balances in their Adjusted Capital Accounts, until no Member has a negative Adjusted Capital Account;

(b) second, to those Members whose Adjusted Capital Contributions are in excess of their Adjusted Capital Accounts, among them in accordance with the ratio of these excesses, until all of these excesses have been eliminated; and

(c) finally, to the Members in proportion to their Percentage Interests.

6.7 Allocation of Net Losses. Net Losses for each fiscal period of the Company shall be allocated to the Members in proportion to their Percentage Interests.

6.8 Distribution of Assets by the Company. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Manager may elect from time to time to cause the Company to distribute Distributable Cash to the Members, which Distributions shall be in the following order of priority:

(a) first, to the Members in proportion to their Adjusted Capital Contributions until each Member’s Adjusted Capital Contribution has been reduced to zero; and

(b) finally, to the Members in proportion to their Percentage Interests.

6.9 Allocation of Net Profits and Losses in Respect of a Transferred Interest. If any Membership Interest is Transferred or is increased or decreased by reason of the admission of a new Member or otherwise during any Fiscal Year, each item of income, gain, loss, deduction or credit of the Company for that Fiscal Year shall be assigned pro rata to each day in the particular period of that Fiscal Year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each item so assigned to any such day shall be allocated to the Member based upon that Member’s respective Membership Interest at the close of that day. Notwithstanding any provision above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets of the Company shall be allocated solely to the parties owning Membership Interests as of the date that sale or other disposition occurs.

 

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6.10 Tax Allocation Matters.

(a) Contributed or Revalued Property. Each Member’s allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to revalued property where the Company’s property is revalued pursuant to Paragraph (b)(2)(iv)(f) of Section 1.704-1 of the Treasury Regulations, shall be determined in the manner (and as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing it and the fair market value of the property determined by the Manager at the time of its contribution or revaluation, as the case may be. The Company shall apply Section 704(c)(1)(A) by using the “traditional method” as set forth in Section 1.704-3(b) of the Treasury Regulations.

(b) Recapture Items. In the event that the Company has taxable income that is characterized as ordinary income under the recapture provisions of the Code, each Member’s distributive share of taxable gain or loss from the sale of Company assets (to the extent possible) shall include a proportionate share of this recapture income equal to that Member’s share of prior cumulative depreciation deductions with respect to the assets which gave rise to the recapture income.

6.11 Order of Application. To the extent that any allocation, Distribution or adjustment specified in any of the preceding Sections of this ARTICLE VI affects the results of any other allocation, Distribution or adjustment required herein, the allocations, Distributions and adjustments specified in the following Sections shall be made in the priority listed:

(a) Section 6.8.

(b) Section 6.1.

(c) Section 6.2.

(d) Section 6.3.

(e) Section 6.4.

(f) Section 6.5.

(g) Section 6.7.

(h) Section 6.6.

(i) Section 10.5.

These provisions shall be applied as if all Distributions and allocations were made at the end of the Company’s Fiscal Year. Where any provision depends on the Capital Account of any Member, that Capital Account shall be determined after the operation of all preceding provisions for the Fiscal Year.

 

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6.12 Allocation of Liabilities. Each Member’s interest in “partnership” profits for purposes of determining that Member’s share of “excess nonrecourse liabilities” of the Company as used in Section 1.752-3(a)(3) of the Treasury Regulations, shall be equal to that Member’s Percentage Interest.

6.13 Form of Distribution. No Member, regardless of the nature of its Capital Contribution, has the right to demand and receive any Distribution from the Company in any form other than money. No Member may be compelled to accept from the Company a Distribution of any asset in kind in lieu of a proportionate Distribution of money being made to other Member(s), and except upon a dissolution and the winding up of the Company, no Member may be compelled to accept a Distribution of any asset in kind.

ARTICLE VII

TRANSFER OF INTERESTS

7.1 Transfer of Interests. No Member shall be entitled to Transfer all or any part of its Membership Interest except with the prior written consent of the Manager. Any attempted Transfer without such prior written consent shall be null and void ab initio, and the transferee shall not become a Member.

ARTICLE VIII

CONSEQUENCES OF MEMBERSHIP TERMINATION EVENTS

8.1 Dissolution of Company. The occurrence of a Membership Termination Event as to any Member other than the last and only remaining Member shall not dissolve the Company. Upon the occurrence of a Membership Termination Event as to the last and only remaining Member, the Company shall dissolve unless the Manager and the personal representative or other successor-in-interest of the last and only remaining Member consent in writing within ninety (90) days of that Membership Termination Event to the continuation of the Company and to the admission of such personal representative or other successor-in-interest, or its designee or nominee, as a Member.

8.2 Admission or Conversion. Upon the occurrence of a Membership Termination Event with respect to a Member under circumstances where the Company does not dissolve, the Manager shall determine which one of the following shall occur and give written notice thereof to the remaining Members and to the Member who suffered the Membership Termination Event (the “Former Member”):

(a) the Former Member’s successor-in-interest shall be admitted as a Member of the Company in the place and stead of the Former Member to the extent of the Former Member’s Membership Interest (the “Former Member’s Interest”); or

(b) the Former Member’s Interest shall be converted to a bare Economic Interest, and the Former Member’s representative or other successor-in-interest shall become the owner of that Economic Interest.

 

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ARTICLE IX

ACCOUNTING, RECORDS, REPORTING BY MEMBERS

9.1 Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, using the method of accounting determined by the Manager. The books and records of the Company shall reflect all the Company transactions and shall be appropriate and adequate for the Company’s business. Each Member and its duly authorized representative shall have complete access to all such books and records at any time.

9.2 Bank Accounts; Invested Funds. All funds of the Company shall be deposited in such account or accounts of the Company as may be determined by the Manager and shall not be commingled with the funds of any other Person. All withdrawals therefrom shall be made upon checks signed by such persons and in such manner as the Manager may determine. Temporary surplus funds of the Company may be invested in commercial paper, time deposits, short-term government obligations or other investments determined by the Manager.

9.3 Tax Matters for the Company Handled by the Manager and Tax Matters Partner. The Manager shall from time to time cause the Company to make such tax elections as it deems to be in the best interests of the Company and the Members. The Tax Matters Partner shall represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend Company funds for professional services and costs associated therewith. If for any reason the Tax Matters Partner can no longer serve in that capacity, the Manager may designate another Member to be Tax Matters Partner.

9.4 Accounting Matters. All decisions as to accounting matters shall be made by the Manager.

ARTICLE X

DISSOLUTION AND WINDING UP

10.1 Dissolution. The Company shall be dissolved, its assets disposed of and its affairs wound up upon (and only upon) the first to occur of the following:

(a) the unanimous vote of all of the Members;

(b) the occurrence of a Membership Termination Event as to the last and only remaining Member if the Manager and that Member’s successor-in-interest fail to consent to the continuation of the Company in accordance with Section 8.1 within ninety (90) days after the occurrence of that event; or

(c) the occurrence of an event which makes it unlawful for the business of the Company to be continued.

 

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10.2 Date of Dissolution. Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the assets of the Company have been liquidated and distributed as provided herein. Notwithstanding the dissolution of the Company, prior to the termination of the Company the business of the Company and the rights and obligations of the Members, as such, shall continue to be governed by this Agreement.

10.3 Winding Up. Upon the occurrence of any event specified in Section 10.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors. The Manager shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities and assets of the Company, shall cause its assets either to be sold or distributed, as the Manager may determine, and shall cause the proceeds therefrom, to the extent sufficient, to be applied and distributed as provided in Section 10.5. The Manager shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the Company.

10.4 Distributions in Kind. Any non-cash asset distributed to one or more Members shall first be valued at its fair market value to determine the Net Profit or Net Loss that would have resulted if that asset had been sold for that value, the Net Profit or Net Loss shall then be allocated pursuant to ARTICLE VI, and the Members’ Capital Accounts shall be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset shall be the fair market value of the interest (net of any liability secured by the asset that the Member assumes or takes subject to). The fair market value of that asset shall be determined by the Manager.

10.5 Order of Payment of Proceeds Upon Dissolution.

(a) Liquidating Distributions. After determining that all known debts and liabilities of the Company, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets shall promptly be distributed to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s taxable year during which the liquidation occurs.

(b) No Liability. No Member shall have any liability to the Company, any Member or any creditor of the Company on account of any deficit balance in its Capital Account.

10.6 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall be entitled to look only to the assets of the Company for the return of that Member’s positive Capital Account balance and shall have no recourse for its Capital Contributions and/or share of Net Profits (upon dissolution or otherwise) against the Manager or any other Member.

10.7 Certificate of Cancellation. Upon completion of the winding up of the Company’s affairs, the Manager shall cause a Certificate of Cancellation to be filed with the Delaware Secretary of State.

 

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10.8 Compensation for Services. The Persons winding up the affairs of the Company shall be entitled to reasonable compensation from the Company for their services.

ARTICLE XI

INDEMNIFICATION

11.1 Indemnification. The Company shall indemnify and hold harmless each of the Members and the Manager, and each of their respective officers, directors, shareholders, partners, members, trustees, beneficiaries, employees, agents, heirs, assigns, successors-in-interest and Affiliates, (collectively, “Indemnified Persons”) from and against any and all losses, damages, liabilities and expenses, (including costs and reasonable attorneys’ fees), judgments, fines, settlements and other amounts (collectively “Liabilities”) reasonably incurred by any such Indemnified Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative and whether threatened, pending or completed (collectively a “Proceeding”), in which any such Indemnified Person may be involved or with which any such Indemnified Person may be threatened, with respect to or arising out of any act performed by the Indemnified Person or any omission or failure to act if (a) the performance of the act or the omission or failure was done in good faith and within the scope of the authority conferred upon the Indemnified Person by this Agreement or by the Act, except for acts of willful misconduct, gross negligence or reckless disregard of duty, or acts which constitute a material breach of this Agreement or from which such Indemnified Person derived an improper personal benefit or (b) a court of competent jurisdiction determines upon application that, in view of all of the circumstances, the Indemnified Person is fairly and reasonably entitled to indemnification from the Company for such Liabilities as such court may deem proper. The Company’s indemnification obligations hereunder shall apply not only with respect to any Proceeding brought by the Company or a Member but also with respect to any Proceeding brought by a third party. As a condition to the indemnification and other rights granted to an Indemnified Person pursuant to this ARTICLE XI, however, that Indemnified Person may not settle any action, suit or proceeding without the written consent of the Manager.

11.2 Contract Right; Expenses. The right to indemnification conferred in this ARTICLE XI shall be a contract right and shall include the right to require the Company to advance the expenses incurred by the Indemnified Person in defending any such Proceeding in advance of its final disposition; provided, however, that, if the Act so requires, the payment of such expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the Company of an undertaking, by or on behalf of the indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this ARTICLE XI or otherwise.

11.3 Indemnification of Officers and Employees. The Company may, to the extent authorized from time to time by the Manager, grant rights to indemnification and to advancement of expenses to any officer, employee or agent of the Company to the fullest extent of the provisions of this ARTICLE XI with respect to the indemnification and advancement of expenses of Members and the Manager of the Company.

 

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11.4 Insurance. The Company may purchase and maintain insurance on behalf of any Person who is or was an agent of the Company against any liability asserted against that Person and incurred by that Person in any such capacity or arising out of that Person’s status as an agent, whether or not the Company would have the power to indemnify that Person against liability under the provisions of Section 11.1 or under applicable law.

ARTICLE XII

MISCELLANEOUS

12.1 Amendments. No amendment to this Agreement may be made without compliance with Section 5.3(f). All amendments to this Agreement must be in writing.

12.2 Offset Privilege. Any monetary obligation owing from the Company to any Member or Manager may be offset by the Company against any monetary obligation then owing from that Member or Manager to the Company.

12.3 Arbitration.

(a) General. In the event of any dispute, claim or controversy among the parties arising out of or relating to this Agreement or the Certificate of Formation, whether in contract, tort, equity or otherwise, and whether relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement or the Certificate of Formation, such dispute, claim or controversy shall be resolved by and through an arbitration proceeding to be conducted under the auspices and the commercial arbitration rules of the American Arbitration Association (or any like organization successor thereto) at Los Angeles, California. The arbitrability of the dispute, claim or controversy shall likewise be determined in the arbitration. The arbitration proceeding shall be conducted in as expedited a manner as is then permitted by the commercial arbitration rules (formal or informal) of the American Arbitration Association. Both the foregoing agreement of the parties to arbitrate any and all such disputes, claims and controversies, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction.

(b) Governing Law. The arbitrator(s) shall follow any applicable federal law and Delaware state law (with respect to all matters of substantive law) in rendering an award.

(c) Costs of Arbitration. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, each party’s attorneys’ fees and costs), shall be borne by the unsuccessful party or, at the discretion of the arbitrator(s), may be prorated between the parties in such proportion as the arbitrator(s) determines to be equitable and shall be awarded as part of the arbitrator’s award.

12.4 Remedies Cumulative. Except as otherwise provided herein, the remedies under this Agreement are cumulative and shall not exclude any other remedies to which any Person may be lawfully entitled.

 

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12.5 Notices. Any notice to be given to the Company or any Member in connection with this Agreement must be in writing and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice by courier or other means of personal service, when received if sent by facsimile, or three (3) days after deposit of the notice by first class mail, postage prepaid, or certified mail, return receipt requested. Any such notice must be given to the Company at its principal place of business, and to any Member at the address specified in Exhibit A. Any party may, at any time by giving five (5) days’ prior written notice to the other parties, designate any other address as the new address to which notice must be given.

12.6 Attorney’s Fees. In the event that any dispute between the Company and/or the Members should result in litigation or arbitration, the prevailing party in that dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses, subject, however to the provisions of Section 12.3(c).

12.7 Jurisdiction. Each Member consents to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles, California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement, provided such claim is not required to be arbitrated pursuant to Section 12.3. Each Member further agrees that personal jurisdiction over it may be effected by service of process by registered or certified mail addressed as provided in Section 12.5 and that when so made shall be as if served upon it personally.

12.8 Complete Agreement. This Agreement and the Certificate of Formation constitute the complete and exclusive statement of agreement among the Members with respect to their respective subject matters and supersede all prior written and oral agreements or statements by and among the Members. No representation, statement, condition or warranty not contained in this Agreement or the Certificate of Formation shall be binding on the Members or have any force or effect whatsoever. To the extent that any provision of the Certificate of Formation conflicts with any provision of this Agreement, the Certificate of Formation shall control.

12.9 Binding Effect. Subject to the provisions of this Agreement relating to Transferability, this Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.

12.10 Section Headings. All Section headings are inserted only for convenience of reference and are not to be considered in the interpretation or construction of any provision of this Agreement.

12.11 Interpretation. In the event any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Member or that Member’s counsel.

 

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12.12 Severability. If any provision of this Agreement or the application of that provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of that provision to persons or circumstances other than those to which it is held invalid shall not be affected.

12.13 Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, all of the Members and the Manager of KWF Investors III, LLC, a Delaware limited liability company, have executed this Agreement, effective as of the date first written above.

 

MEMBERS:
K-W PROPERTIES
By:  

/s/ Mary Ricks

Name: Mary Ricks
Title: Vice President
KWF EXECUTIVES III, LLC
By:  

/s/ Mary Ricks

Name: Mary Ricks
Title: Manager
MANAGER:
K-W PROPERTIES
By:  

/s/ Mary Ricks

Name: Mary Ricks
Title: Vice President

Signature Page to Limited Liability Company Agreement of KW Investors III, LLC

EXHIBIT A

INITIAL CAPITAL CONTRIBUTIONS, ADDRESSES AND PERCENTAGE

INTERESTS

OF MEMBERS

November 1, 2010

 

Member’s Name

   

Member’s Address

    Member’s  Initial
Capital
Contribution		      Member’s
Percentage
Interest		  

K-W Properties

   

9701 Wilshire Blvd.,

Suite 700

Beverly Hills, CA 90212

    $                           % 

KWF Executives III, LLC

   

9701 Wilshire Blvd.,

Suite 700

Beverly Hills, CA 90212

    $                           % 
   TOTAL:    $                      100 % 
 EX-3.41 40 d235317dex341.htm AGREEMENT OF LIMITED PARTNERSHIP Agreement of Limited Partnership

Exhibit 3.41

Execution Version

AGREEMENT OF LIMITED PARTNERSHIP

OF

KENNEDY WILSON PROPERTY SERVICES III, L.P.

This Agreement of Limited Partnership of Kennedy Wilson Property Services III, L.P. (this “Agreement”), dated as of November , 2008, is entered into by and between Kennedy Wilson Property Services III GP, LLC, as the general partner (the “General Partner”), and Kennedy-Wilson Properties Ltd., as the limited partner (the “Initial Limited Partner”).

Effective upon the filing of a Certificate of Limited Partnership with the Delaware Secretary of State, the General Partner and the Initial Limited Partner formed Kennedy Wilson Property Services III, L.P., a limited partnership (the “Partnership”) pursuant to and in accordance with the Delaware Revised Uniform Limited Partnership Act (6 Del.C. §17-101, et seq.), as amended from time to time (the “Act”), and hereby agree as follows:

1. Name. The name of the Partnership is Kennedy Wilson Property Services III, L.P., or such other name or names as the General Partner may designate from time to time.

2. Purpose. The Partnership is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office and Registered Agent. The registered office of the Partnership in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Partnership for service of process at such address is The Corporation Trust Company.

4. Partners. The names and addresses of the General Partner and the Initial Limited Partner are as follows:

General Partner:

Kennedy Wilson Property Services III GP, LLC

9601 Wilshire Blvd.

Beverly Hills, CA 90210

Facsimile: (310) 887-6400

Initial Limited Partner:

Kennedy-Wilson Properties Ltd.

9601 Wilshire Blvd.

Beverly Hills, CA 90210

Facsimile: (310) 887-6400

5. Powers. The powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Delaware. Notwithstanding any other provisions of this Agreement, the General Partner is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner.

6. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, at such time as (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of the sole general partner has occurred under the Act, (c) there are no limited partners of the Partnership unless the business of the Partnership is continued in accordance with the Act, or (d) an entry of a decree of judicial dissolution has occurred under §17-802 of the Act.

7. Capital Contributions. The partners of the Partnership have contributed the following amounts, in cash, and no other property, to the Partnership:

 

General Partner:

    $ 1.00   

Initial Limited Partner:

    $ 99.00   

8. Additional Contributions. No partner of the Partnership is required to make any additional capital contribution to the Partnership.

9. Allocation of Profits and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.

10. Distributions. Subject to Section 12(a), distributions shall be made to the partners of the Partnership at the times and in the aggregate amounts determined by the General Partner and allocated among the partners of the Partnership in the same proportion as their then capital account balances.

11. Assignments. A partner may only assign its partnership interest (or any portion thereof) with the consent of the other non-assigning partner(s).

12. Withdrawal.

(a) Upon the admission of any other limited partner to the Partnership, unless otherwise determined at such time by the General Partner and the Limited Partner, the Initial Limited Partner shall automatically withdraw from the Partnership and, in such case, upon such withdrawal, the Initial Limited Partner shall have no further rights or obligations as a limited partner of the Partnership other than the right as a creditor of the Partnership to promptly receive a distribution from the Partnership in an amount equal to 100% of its then capital account balance.

(b) Except as set forth in Section 12(a), the Initial Limited Partner may not withdraw from the Partnership without the consent thereto of the General Partner.

 

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(c) The General Partner may not withdraw from the Partnership without the consent thereto of the Initial Limited Partner.

13. Admission of Additional or Substitute Partners.

(a) Any additional or substitute limited partners of the Partnership may be admitted to the Partnership with only the consent of the General Partner.

(b) Any additional or substitute general partners of the Partnership may he admitted to the Partnership with only the consent of the General Partner.

14. Liability of Initial Limited Partner. The Initial Limited Partner shall not have any liability for the obligations or liabilities of the Partnership except to the extent required by the Act.

15. Amendment. This Agreement may be amended for any reason by the General Partner in its sole discretion and no amendment to this Agreement shall require the consent of the Initial Limited Partner.

16. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to the conflict of law rules thereof.

17. No Third Party Beneficiaries. No person or entity which is not a party hereto shall have any rights or obligations pursuant to this Agreement.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement of Limited Partnership as of the date first written above.

 

GENERAL PARTNER:

 

KENNEDY WILSON PROPERTY

SERVICES III GP, LLC

By:  

/s/ Barry Schlesinger

Name:   Barry Schlesinger
Its:   Manager
INITIAL LIMITED PARTNER:
KENNEDY-WILSON PROPERTIES LTD.
By:  

/s/ Freeman Lyle

Name:   Freeman Lyle
Its:  

Executive Vice President and
Chief Financial Officer

 EX-3.42 41 d235317dex342.htm OPERATING AGREEMENT Operating Agreement

Exhibit 3.42

OPERATING AGREEMENT

OF

KENNEDY WILSON FUND MANAGEMENT GROUP, LLC

a California limited liability company

This Agreement, dated as of January 10, 2007, is between the following parties:

1. K-W Properties, a California corporation (the “Member”), with a mailing address 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210; and

2. Kennedy Wilson Fund Management Group, LLC (the “Company”), a limited liability company formed and existing under the laws of the State of California, with its principal place of business at 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210.

RECITALS

1. On January 10, 2007, the Member filed with the Secretary of the State of California the Articles of Organization of the Company (the “Articles”).

2. On that date, the Secretary accepted the Articles for filing and the Company was formed as a limited liability company under the Beverly-Killea Limited Liability Company Act (the “Act”):

3. This Agreement confirms the agreement between the parties as to the internal affairs of the Company and the conduct of its business.

ARTICLE 1

PRELIMINARY MATTERS: EFFECTIVE DATE OF AGREEMENT,

FORMATION OF COMPANY

1.1 Effective date of Agreement. The effective date of this Agreement (the “Effective Date”) shall be the date of filing of the Articles.

1.2 Company’s name purpose, etc. The Company’s name is “Kennedy Wilson Fund Management Group, LLC” and its purpose is to perform and render management, investment, administrative, consulting and other investment advisory and management services to private equity funds and to exercise all of the powers and privileges granted to it by the Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company.

1.3 Reservation of management of Company to the Member. The management of the Company is reserved to the Member.

ARTICLE 2

CAPITAL CONTRIBUTIONS AND LOANS

 

Page 1 of 4

2.1 Contributions of cash and non-cash property. The Member shall contribute to the capital of the Company such cash or other property as it may determine in its sole discretion. The Member is hereby admitted as the sole Member of the Company and the Company shall issue a membership interest to the Member representing a one hundred percent (100%) percentage interest in the Company.

2.2 No duty to make additional contributions. The Member shall not be required to make any additional capital contributions to the Company. The Member may, however, make additional capital contributions to the Company in such amounts and at such times as it desires.

2.3 Loans by Member to Company. The Member may but shall have no obligation to make loans to the Company.

ARTICLE 3

ALLOCATIONS AND DISTRIBUTIONS OF COMPANY ASSETS

Whether the Company shall distribute its cash or other assets to the Member and the amount and timing of any such distributions shall be within the sole discretion of the Member.

ARTICLE 4

COMPANY MANAGEMENT

4.1 Contract authority. The Member shall have the exclusive right, power and authority to sign contracts on behalf of the Company and otherwise to bind the Company in dealings with third parties.

4.2 Company decision-making. The Member in the Member’s sole discretion shall have the exclusive right to make decisions concerning the internal affairs of the Company and the conduct of its business. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein and in the Articles, including all powers, statutory or otherwise, possessed by members of a limited liability company under the Act.

4.3 Officers. The Member may, from time to time as it deems advisable, appoint one or more Persons as officers of the Company and assign titles (including, without limitation, a President, one or more Vice Presidents, a Secretary, and a Treasurer) to any such persons. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the California General Corporation Law, the assignment of that title shall constitute the delegation to that person of the authority and duties that are normally associated with that office. Any delegation pursuant to this Section 4.3 may be revoked or modified at any time by the Member. Any individual may hold any number of offices. Initially, there shall be a President, four Vice Presidents, a Treasurer and a Secretary of the Company. Barry Schlesinger shall serve as the initial President of the Company, William J. McMorrow shall serve as an initial Vice President of the Company, Freeman A. Lyle shall serve as an initial Vice President, Secretary and Treasurer of the Company, John Prabhu shall serve as an initial Vice President of the Company and Mary Ricks shall serve as an initial Vice President of the Company, subject to all of the foregoing prerogatives of the Member. The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Member.

 

Page 2 of 4

4.4 Fiduciary duties of Member. The Member as the sole member and as the manager of the Company shall have no fiduciary duty toward the Company, including any duty of care or loyalty.

4.5 Indemnification of Member. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company by reason of being a member of the Company. The Company shall fully indemnify the Member for any claim against the Member in the Member’s capacity as a member or as a manager.

4.6 Advancement of Member’s litigation expenses. The Company shall advance litigation expenses to the Member for any claim against the Member in the Member’s capacity as a member or manager.

ARTICLE 5

TRANSFERS AND PLEDGES OF COMPANY

MEMBERSHIPS AND INTERESTS

5.1 Transfers. The Member in the Member’s sole discretion may assign and transfer (whether by sale, gift of otherwise) all or any portion of Member’s membership rights, including economic and non-economic rights, to any person at any time. The Member may make any such transfer under any terms and conditions which the Member deems appropriate.

5.2 Pledges. The Member shall have exclusive and absolute discretion to pledge all or any portion of the Member’s membership rights to any person at any time as collateral for any debt of the Member. The Member may make any such pledge under any terms and conditions which the Member deems appropriate.

ARTICLE 6

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved and its affairs wound up in accordance with the Act upon the occurrence of any of the following events:

(a) Election of Member. The written election of the Member to dissolve the Company, made at any time and for any reason.

(b) Withdrawal or Dissolution of Member. The withdrawal or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company (other than an assignment of the membership interest pursuant to Article 5 of this Agreement), unless the business of the Company is continued in a manner permitted by the Act.

 

Page 3 of 4

ARTICLE 7

MISCELLANEOUS PROVISIONS

7.1 Entire agreement. This Agreement contains the entire agreement between the parties concerning its subject matter, and it replaces all earlier agreements between them, whether written or oral, concerning its subject matter.

7.2 Amendments. No amendment of this Agreement shall be valid unless it is set forth in writing signed by both parties.

7.3 Notices. All notices under this Agreement shall be in writing. They shall be sent by fax or by registered U.S. mail, return receipt requested, to the parties at their respective addresses as stated on the first page of this Agreement. A party may change the party’s address for purposes of this Article 7.3 at any time upon reasonable notice to the other parties. Notices shall be deemed to have been received when actually received.

7.4 Governing law. This Agreement shall be governed exclusively by the laws of the State of California.

7.5 Captions. Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing its provisions.

7.6 Incorporation of Articles. The Articles and any exhibits referred to in this Agreement are hereby incorporated in the Agreement and made an integral part of it.

In witness of their acceptance of the above terms and conditions, the parties by themselves or by their duly authorized representatives, have signed and dated this Agreement as follows:

 

  K-W Properties,
  a California corporation
Date: January 10, 2007   By:  

/s/ Barry Schlesinger

  Name:   Barry Schlesinger
  Title:   Vice President
  Kennedy Wilson Fund Management Group,
  a California limited liability company
  By:  K-W Properties,
          a California corporation,
          its sole member and manager
Date: January 10, 2007   By:  

/s/ Barry Schlesinger

  Name:   Barry Schlesinger
  Title:   Vice President

 

Page 4 of 4

EX-3.43 42 d235317dex343.htm OPERATING AGREEMENT Operating Agreement

Exhibit 3.43

OPERATING AGREEMENT

OF

KW BLOSSOM HILL MANAGER, LLC,

a Delaware limited liability company

THIS OPERATING AGREEMENT (the “Agreement”) of KW Blossom Hill Manager, LLC, a Delaware limited liability company (the “Company”) is entered into and effective as of September 16, 2008 (the “Effective Date”) by and among K-W Properties, a California corporation (“Manager”), KW Blossom Hill Executives, LLC, a California limited liability company (“Executives”), and Kenedix GP, LLC, a Delaware limited liability company (“Kenedix”) (each a “Member” and collectively, the “Members”). Unless otherwise indicated, capitalized words used in this Agreement shall have the meanings specified in Article 11 of this Agreement.

RECITALS:

The Members hereby enter into and organize the Company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) for the limited purposes and scope set forth in this Agreement. The Company shall at all times be governed by the Act, except to the extent expressly provided herein to the contrary.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE 1

ORGANIZATION

1.1 Formation. The Members have formed a Delaware limited liability company pursuant to the Act. The Company’s Certificate of Formation was filed with the Delaware Secretary of State on September 9, 2008 (the “Certificate”). Except as expressly provided in this Agreement to the contrary, the Members’ rights and obligations and the Company’s administration and termination shall be governed by the Act.

1.2 Name. The Company’s name is “KW Blossom Hill Manager, LLC”.

1.3 Purpose. The Company is organized to: (i) acquire and own a 15% membership interest in Guardian/KW Blossom Hill, LLC, a Delaware limited liability company (or such other percentage as it may from time to time acquire and hold); and (ii) engage in and carry on any lawful business purpose or activity which is required to conduct the business that is not prohibited by the Act or other applicable law.

1.4 Term. The Company’s existence commenced on the Effective Date and shall continue until dissolved and liquidated pursuant to the provisions of Article 9.

 

1

1.5 Office and Registered Agent. The Company’s principal place of business shall be 9601 Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, unless changed by mutual consent of the Members. The name and address of the Company’s registered agent for service of process are as specified in the Certificate.

1.6 Limited Liability. Except as otherwise provided expressly in this Agreement or required by law, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether that debt, obligation or liability arises in contract, tort, or otherwise.

1.7 Tax Classification. The Members intend the Company to be classified as a partnership for federal, and to the maximum extent possible, state income taxes. This classification for tax purposes shall not create or imply a general partnership, limited partnership or joint venture between the Members for state law or any other purpose. Instead, the Members acknowledge the Company’s status as a limited liability company formed under the Act and neither Member shall take any action inconsistent with the express intent of the parties to this Agreement.

ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1 Initial Capital. Concurrently with a Member’s execution of this Agreement, the Member shall contribute to the Company’s capital, as that Member’s initial Capital Contribution, the money set forth opposite that Member’s name on Exhibit A to this Agreement as same may be amended from time to time hereafter.

2.2 Additional Capital. No Member shall be required to make any additional Capital Contributions. However, if the Company’s revenues are insufficient to pay the Company’s expenses, the Members shall have the opportunity, but not the obligation, to contribute additional capital in cash to the Company on a pro rata basis in accordance with their respective Percentage Interests. Each Member shall receive a credit to that Member’s Capital Account in the amount of any additional capital which that Member contributes to the Company. Immediately following such Capital Contributions, the Percentage Interests shall be adjusted to reflect the adjusted Capital Contribution of each Member divided by the total adjusted Capital Contributions of all Members, and Exhibit A shall be revised, to reflect the new relative proportions of the Members’ Capital Accounts.

2.3 Capital Accounts, Adjustment to Capital Accounts. The capital account (“Capital Account”) of each Member shall be maintained strictly in accordance with the rules set forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations. Subject to the preceding sentence, each Member’s Capital Account shall be adjusted as follows:

(a) Increases in Capital Accounts. The Capital Account of each Member shall be increased by:

(i) the amount of money contributed by such Member to the Company and the fair market value of any property contributed by such Member to the Company (net of any liabilities secured by such contributed property that the Company is considered to assume or

 

2

take subject to under Section 752 of the Internal Revenue Code of 1986, as amended (“Code”)); and

(ii) the Profits allocated to such Member and allocations to such Member of other items of book income and gain, including income and gain exempt from tax and income and gain described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treasury Regulations Section 1.704-1(b)(4)(i).

(b) Decreases in Capital Accounts. The Capital Account of each Member shall be decreased by:

(i) the amount of money distributed to such Member by the Company and the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code Section 752);

(ii) allocations of expenditures of the Company of the type described in Code Section 705(a)(2)(B); and

(iii) allocations of Loss and other items of book loss, including items of loss and deduction described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g), but excluding items described in Treasury Regulations Section 1.704-1(b)(4)(i) or (iii).

(c) Capital Account of Transferee. If any Company interest is transferred in accordance with Article 8, the transferee of such interest shall succeed to the Capital Account of the transferor to the extent it relates to the interest transferred, except as provided in Treasury Regulations Section 1.704-1(b).

(d) Adjustment to Book Values of Assets. In the event the book values of Company assets are adjusted pursuant to Treasury Regulations Section 1.704-1(b), the Capital Accounts of the Members shall be adjusted simultaneously to reflect the allocations of gain or loss that would be made to the Members if there were a taxable disposition of the Company’s property for its fair market value.

(e) Distribution in Kind. If any assets of the Company are to be distributed in kind, such assets shall be distributed on the basis of their fair market values after the Members’ Capital Accounts have been adjusted to reflect the manner in which any unrealized gain and loss with respect to such assets (that have not been reflected in the Capital Accounts previously) would be allocated between the Members if there were a taxable disposition of the Property for its fair market value.

(f) Regulations Controlling. It is the intent of the Members that the Capital Accounts be determined and maintained in accordance with the principles of Treasury Regulations Sections 1.704-1 and 1.704-2 at all times throughout the full term of the Company and this Section 2.4 shall be so interpreted and applied.

2.4 No Interest. No Member shall have the right to receive interest on any Capital Contribution or Capital Account balance.

 

3

2.5 Return of Capital. Except as otherwise specifically provided in this Agreement, no Member shall have the right to demand the return of, or withdraw, any or all of that Member’s Capital Contribution prior to the dissolution and winding up of the Company. No Member guarantees the return of another Member’s Capital Contribution. No Member is required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

2.6 Member Loan. No Member shall lend or advance money to or for the Company’s benefit without the other Member’s prior written consent. The loan shall not be treated as a Capital Contribution by that Member or entitle that Member to an increase in that Member’s Percentage Interest. The loan amount shall be a debt due from the Company, repayable out of the Company’s cash, and shall be on such terms as the Company and that Member shall agree. Notwithstanding the foregoing, no Member shall be required to make any loans to the Company or guaranty the payment or performance of any Company obligation.

ARTICLE 3

MEMBERS

3.1 Members. Until an additional Member is admitted pursuant to Section 3.2 or an Assignee is admitted as a Member pursuant to Section 8.3, Manager, Executives and Kenedix shall be the sole Members of the Company.

3.2 Additional Members. No additional Members may be admitted to the Company without the consent of the Manager and Kenedix, which consent may be withheld for any reason or for no reason. On the admission of an additional Member pursuant to this Section 3.2, each Member (including the additional Member) shall execute an amendment to this Agreement (a) reflecting the Members’ new Percentage Interests, and (b) evidencing the additional Member’s consent to be bound by the provisions of this Agreement.

3.3 No Withdrawal. No Member may withdraw, retire or resign from the Company.

ARTICLE 4

MANAGEMENT

4. Management.

(a) Authority. The business of the Company shall be managed by the Manager. The Manager will devote such time and attention to the business of the Company as may be reasonably necessary to carry out its duties hereunder in the conduct of such business. Except for those decisions defined below as Major Decisions, the management and control of the Company and its business affairs shall rest exclusively with the Manager. Subject to all the terms and conditions hereof, the Manager shall have all the rights and powers which may be possessed by a manager pursuant to the Act and such additional rights and powers otherwise conferred or permissible by law or necessary, advisable or convenient to the discharge of its duties under this Agreement and to the management of the business and affairs of the Company. Without limiting the generality of the foregoing, the Manager shall have the following rights and powers which it may exercise at the cost, expense and risk of the Company:

 

4

(i) To invest the capital of the Company for the benefit of the Company and/or in the exercise of any rights or powers possessed by the Manager hereunder and/or to repay advances of the Company, if any;

(ii) To execute, sign and deliver in furtherance of any or all purposes of the Company, any and all agreements, contracts, documents, certifications, subscriptions and other instruments necessary, advisable or convenient in connection with the business and affairs of the Company; all of which may contain such terms, provisions and conditions as the Manager, in its sole and absolute discretion, shall deem appropriate;

(iii) To execute, acknowledge and file or deliver all certificates of limited liability company, amended certificates, instruments or other documents and counterparts thereof and make all filings and recordings and perform all other acts as may be necessary to comply with the laws of the State of Delaware for the formation of the Company, thereafter for the continued good standing of the Company, and, when appropriate, for the termination of the Company;

(iv) To execute such certificates, amended certificates, operating agreements and any modifications thereof, and other documents conforming hereto and do such filing, recording, publishing and other acts as may be appropriate to comply with the requirements of law for the formation, reformation, qualification and/or operation of a limited liability company in all jurisdictions where the Company may wish to do business, which shall be accomplished prior to doing business in any such jurisdiction if deemed necessary by the Manager;

(v) To pay or reimburse any and all costs incurred by the Manager on behalf of the Company;

(vi) To make distributions to the Members at such time and in such manner as it deems appropriate, but in any event not less frequently than quarterly;

(vii) Except as otherwise provided in this Agreement, in the event of a breach by any Member of any of its obligations or warranties or representations, either hereunder or under any of the other documents referred to herein, (1) to withhold from any distributions otherwise payable to such Member such amounts as the Manager reasonably deems necessary to satisfy any such claim; and (2) to sell and transfer all or a portion of such Member’s Membership Interest in the Company in order to satisfy such claim, with the proceeds of such sale applied first to offset the costs of such sale (including the Company’s reasonable attorneys’ fees and costs), second to payment of such claim and the balance of such proceeds, if any, paid to the breaching Member. Such remedies may be pursued independently or simultaneously with the understanding that the election of one remedy shall not preclude the Company from pursuing other remedies, and the breaching Member shall be liable for all expenses incurred in pursuing any remedy, including reasonable attorneys’ fees; and

(viii) To perform such other acts as the Manager may deem necessary, appropriate or desirable for the furtherance of the purposes of the Company which are not otherwise prohibited by this Agreement or applicable law.

 

5

(b) Major Decisions. The disposition of the Company’s membership interest in Guardian/KW Blossom Hill, LLC or the dissolution of the Company shall require the consent of both the Manager and Kenedix. Further, the Company, as the Manager of Guardian/KW Blossom Hill, LLC, shall not approve or consent to any action or decision deemed a “Major Decision” as defined in the Guardian/KW Blossom Hill, LLC operating agreement without the affirmative vote or consent of a majority of the members of the “Executive Committee”. The Executive Committee shall consist of five persons, four of whom shall be appointed by Manager and one of whom shall be appointed by Kenedix. Manager hereby nominates the following Executive Committee members: William J. McMorrow, Robert E. Hart, Matt Novobilski and Edward Ring. Kenedix hereby nominates the following member: Hiroshi Matsumoto. Manager and Kenedix may replace their appointed members of the Executive Committee at any time in their sole discretion. Three (3) members shall constitute a quorum for the transaction of business. Each member shall have one (1) vote in making decisions for and on behalf of the Company, and all acts and decisions done or made by a simple majority of the members present at a meeting duly held at which a quorum is present (whereupon such matter shall be deemed “Approved by the Executive Committee”) shall be regarded as the act of the Executive Committee. The place, date and time of any meeting of the Executive Committee shall be notified to Kenedix in writing no less than three (3) business days prior to such meeting being held. The meetings of the Executive Committee may take place in person or by means of telephone conference, video conference, or similar communication equipment by means of which all members participating can hear each other. Any Kenedix Executive Committee Member may participate and/or vote by written proxy.

(c) Compensation. The Members as such and as managers shall not be entitled to compensation for their services.

(d) Holding of Assets. All assets of the Company, whether real or personal, shall be held in the name of the Company.

(e) Company Bank Accounts. All funds of the Company shall be deposited in one or more accounts with one or more recognized financial institutions in the name of the Company, at such locations as shall be determined by the Manager. Withdrawal from such accounts shall require the signature of the Manager.

(f) Power of Attorney. Each Member, by execution of this Agreement, irrevocably constitutes and appoints each Manager and any of them acting alone as such Member’s true and lawful attorney-in-fact and agent, with full power and authority in each such Member’s name, place, and stead to execute, acknowledge, and deliver, and to file or record in any appropriate public office: (i) any certificate or other instrument that may be necessary, desirable or appropriate to qualify the Company as a limited liability company or to transact business as such in any jurisdiction in which the Company conducts business; (ii) any certificate or amendment to the Company’s certificate of formation or to any certificate or other instrument that may be necessary, desirable, or appropriate to reflect an amendment approved by the Members in accordance with the provisions of this Agreement; (iii) any certificates or instruments that may be necessary, desirable or appropriate to reflect the dissolution and winding up of the Company; and (iv) any certificates necessary to comply with the provisions of this Agreement. This power of attorney will be deemed to be coupled with an interest and will

 

6

survive the Transfer of the Member’s Economic Interest. Notwithstanding the existence of this power of attorney, each Member agrees to join in the execution, acknowledgment, and delivery of the instruments referred to above if requested to do so by a Manager. This power of attorney is a limited power of attorney and does not authorize any Manager to act on behalf of a Member except as described in this Section 4(f).

(g) Member Meetings and Approval. No annual or regular meetings of the Members are required. If meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. Any action required or permitted to be taken by the Members may be taken by the written consent of members having not less than the minimum number of votes that would be necessary to authorize to take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted.

(h) Indemnification. The Company shall indemnify, defend, and hold harmless the Manager from and against any and all liabilities of every kind, arising from or relating to the Company’s Business, except as to those matters arising from such Manager’s fraud, gross negligence, willful misconduct, or breach of fiduciary duty.

ARTICLE 5

DISTRIBUTIONS OF AVAILABLE CASH

5.1 Distributions of Available Cash. Not less frequently than quarterly, the Manager shall cause the Company to distribute to the Members, all Available Cash of the Company, whether derived from operations or capital transactions. As used herein, “Available Cash” means the amount of cash which the Manager deems available for distribution to the Members, after taking into account (a) the Company’s current financial obligations, (b) anticipated Company expenditures, and (c) those amounts the Members mutually deem commercially reasonable and necessary to withhold as reserves for the Company’s usual and customary expenses regarding the Business. Available Cash shall be distributed to the Members prorata according to their respective Percentage Interests.

5.2 Tax Withholding. If any federal, foreign, state or local jurisdiction requires the Company to withhold taxes or other amounts with respect to any Member’s allocable share of net profits, or with respect to distributions, the Company shall withhold from distributions or other amounts then due to such Member (or shall pay to the relevant taxing authority with respect to amounts allocable to such Member) an amount necessary to satisfy the withholding responsibility. In each such case, the Member for whom the Company has paid the withholding tax shall be deemed to have received the withholding distribution or other amount so paid, and to have paid the withholding tax directly.

ARTICLE 6

TAX ALLOCATIONS

6.1 Allocation of Profit. Profit (as defined in Section 6.5, below) for each taxable year shall be allocated as follows:

 

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(a) First, in the event that Loss has been previously allocated to the Members pursuant to Section 6.2(b) for any prior period, then Profit shall be allocated to the Members to offset such Loss; and

(b) Second, the balance of any Profit then remaining shall be allocated to the Members in proportion to their respective Percentage Interests.

6.2 Allocation of Loss. Loss (as defined in Section 6.5, below) for each taxable year shall be allocated as follows:

(a) First, in the event that Profit has been previously allocated to the Members pursuant to Section 6.1(b) for any prior period, then Loss shall be allocated to the Members to offset such Profit; and

(b) Second, the balance of any Loss then remaining shall be allocated to the Members in proportion to their respective Percentage Interests.

6.3 Minimum Gain Chargeback. In the event there is a net decrease in the “Company Minimum Gain” (within the meaning of the term “partnership minimum gain” as defined in Treasury Regulations Section 1.704-2(d)) during any Company taxable year, all Members shall be allocated “book” income (including gross income, if necessary) and gain for that taxable year (and, if necessary, subsequent years) in the amount and in the proportions specified in Treasury Regulations Section 1.704-2(g). The allocation required by this Section 6.3 shall be made prior to any other allocation for such year. For purposes of this Section 6.3, Capital Accounts shall be decreased by the adjustments required by paragraphs (4), (5) and (6) of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. The Members intend that the provisions set forth in this Section 6.3 shall constitute a “minimum gain chargeback” as described in Section 1.704-2(f) of the Treasury Regulations. Such section of the Treasury Regulations shall control in the case of any conflict between that section of the Treasury Regulations and this Section 6.3. In addition, the rules contained in Treasury Regulations Section 1.704-2(i) with respect to minimum gain attributable to “member nonrecourse debt” and chargebacks of minimum gain attributable to “member nonrecourse debt” shall control for purposes of this Agreement with respect to nonrecourse loans made by Members. “Minimum gain attributable to member nonrecourse debt” shall have the meaning set forth in Treasury Regulations Section 1.704-2 for the term “partner nonrecourse debt minimum gain.”

6.4 Member Nonrecourse Losses. All deductions, losses, and expenditures of the Company under Section 705(a)(2)(B) of the Code, as the case may be (all computed for “book” purposes), that are treated under Section 1.704-2(i) of the Treasury Regulations as deductions, losses, and expenditures attributable to “member nonrecourse debt” of the Company shall be allocated to the Member or Members bearing the risk of loss with respect to such liabilities in accordance with such Treasury Regulations.

6.5 Profit and Loss. The Company’s “Profit” or “Loss” means, for each taxable year, the Company’s taxable income or tax loss for such taxable year, as determined under Section 703(a) of the Code and Section 1.703-1 of the Treasury Regulations (for this purpose, all items

 

8

of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or tax loss), but with the following adjustments:

(a) Any tax-exempt income, as described in Section 705(a)(1)(B) of the Code, realized by the Company during such taxable year shall be taken into account in computing such taxable income or tax loss as if it were taxable income.

(b) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code for such taxable year, including any items treated under Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations as items described in Section 705(a)(2)(B) of the Code, shall be taken into account in computing such taxable income or tax loss as if they were deductible items.

(c) Any item of income, gain, loss or deduction that is required to be allocated specially to the Members under Section 6.3 or 6.4 hereof shall not be taken into account in computing such taxable income or tax loss.

(d) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, the Company shall compute such deductions based on the book value of Company property, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

(e) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the book value of the property disposed of (as adjusted for “book” depreciation computed in accordance with Treasury Regulations Section 1.7041(b)(2)(iv)(g)(3)), notwithstanding that the adjusted tax basis of such property differs from its book value.

If the Company’s taxable income or tax loss for such taxable year, as adjusted in the manner provided in subparagraphs (a) through (e) above, is a positive amount, such amount shall be the Company’s Profit for such taxable year; and if negative, such amount shall be the Company’s Loss for such taxable year. “Book value” means, as of any particular date, the value at which any asset of the Company is properly reflected on the books of the Company as of such date in accordance with the provisions of Section 1.704-1(b) of the Treasury Regulations. The book value of all Company assets may, if Approved by the Executive Committee, be adjusted to equal their respective gross fair market values, as determined by independent appraisal as of the following times: (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of money or Company property other than money as consideration for an interest in the Company; and (C) the liquidation of the Company or any Member’s interest in the Company.

6.6 Adjusted Balance. “Adjusted Balance” shall mean for each Member, the balance in such Member’s Capital Account increased by such Member’s share of Company Minimum Gain and minimum gain attributable to member nonrecourse debt. Each Member’s share of such items shall be determined pursuant to Treasury Regulations Section 1.704-2. For purposes of computing the Adjusted Balances pertaining to Section 6.3, each dollar of income, gain or loss shall be treated as containing a proportionate share of each item of nonrecourse deductions of the

 

9

Company (as defined and determined under Treasury Regulations Section 1.704-2) for such year, and in allocating each dollar of income, gain or loss, any items of nonrecourse deduction allocated with respect to such dollar of income, gain or loss shall be added to the Adjusted Balances of the Members to whom such allocations are made prior to determining the next dollar of income, gain or loss to be allocated.

6.7 Allocation of Certain Tax Items. As set forth in Treasury Regulations Section 1.704-1(b)(4)(i), when any property of the Company is reflected in the Capital Accounts of the Members and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then certain book items with respect to such property will differ from certain tax items with respect to that property. Since the Capital Accounts of the Members are required to be adjusted solely for allocation of the book items, the Members’ shares of the corresponding tax items are not independently reflected by adjustments to the Capital Accounts. These tax items must be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of the applicable property and its book value in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the Members’ share of tax items under Code Section 704(c). In making allocations of tax items of the Company, the Company shall comply with the foregoing principles.

ARTICLE 7

ACCOUNTING AND BANKING

7.1 Books and Records. The Manager shall cause the Company to keep proper and complete books of account of the Company’s business (“Records”). The Records shall be kept at the Company’s principal place of business and shall be open to inspection by any of the Members or their authorized representatives at any reasonable time during business hours. The accounting records shall be maintained in accordance with generally accepted bookkeeping practices for the Company’s type of business. The Company shall maintain at its principal office all records required to be maintained by the Company pursuant to the Act.

7.2 Bank Accounts. The Manager shall cause the Company’s funds to be maintained in one or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of the Members or any other Person.

7.3 Tax Returns. The Manager shall cause to be prepared at least annually, at Company expense, information necessary for the preparation of the Members’ federal and state income tax returns. The Company shall send or cause to be sent to each Member within ninety (90) days after the end of each taxable year (i) such information as is necessary to complete federal and state income tax or information returns, and (ii) a copy of the Company’s federal, state, and local income tax or information returns for that year.

7.4 Section 754 Election. The Company shall, if requested by either Member, make the election under Section 754 of the Code.

 

10

7.5 Tax Decisions Not Specified. Federal, state, local, foreign and other tax decisions and elections for the Company not expressly provided for herein must be Approved by the Executive Committee. K-W Properties is the Tax Matters Member (“TMM”). Notwithstanding this, all nonministerial decisions regarding tax elections, audit, tax litigation, settlement and other tax matters shall be subject to the Approval of the Executive Committee. For example, but not by way of limitation, the TMM shall not take any position or action with the IRS without prior Approval of the Executive Committee, including but not limited to any decision (i) to enter into a settlement agreement which purports to bind Members other than the TMM; (ii) to file a petition as contemplated in Section 6226(a) or 6226(a) of the Code; (iii) to file any request contemplated in Section 6227(b) of the Code; or (iv) to enter into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. The TMM shall promptly take such action as may be necessary to cause each Member to become a “notice member” within the meaning of Section 6231(a)(8) of the Code. The TMM shall furnish to each Member a copy of all notices or other written communications received by the TMM from the IRS. The TMM shall notify each Member of all communications it has had with the IRS and shall keep all Members informed of all matters which may come to its attention in its capacity as TMM by giving them written notice thereof within five (5) days after the TMM becomes informed of any such matter or within such shorter period as may be required by the appropriate statutory or regulatory provisions.

7.6 Notice of Tax Audit. Prompt notice shall be given to the Members upon receipt of advice that the IRS or any other tax authority intends to examine Company income tax returns or books and records for any year.

ARTICLE 8

TRANSFER OF MEMBERSHIP INTERESTS

8.1 General Prohibition. The Members do not want any Membership Interest to be made generally available to Persons other than the present Members. Accordingly, except for Permitted Transfers (defined below) no Member may Transfer all or any part of his Membership Interest except with the prior approval of the Manager and Kenedix, which approval may be given or withheld in the sole discretion of the Manager and Kenedix, respectively. Transfers in violation of this Section 8.1 shall be effective only to the extent set forth in Section 8.4. After the consummation of any Transfer of any part of a Membership Interest, the Membership Interest so Transferred shall continue to be subject to the provisions of this Agreement and any further Transfers shall be required to comply with all of the provisions of this Agreement. Each Member acknowledges the reasonableness of this prohibition in view of the purposes of the Company and the relationship of the Members.

8.2 Permitted Transfers. A Member may Transfer all or any part of that Member’s Membership Interest to (i) its Affiliate; or (ii) any other Member, provided that in such a case each of the other members shall have the right to receive a pro rata portion of the interests being Transferred. Notwithstanding the foregoing, (i) the Manager may not Transfer all or any part of its Membership Interest in and to the Company to any other Person without the prior written consent of the other Members, whose consent shall not be unreasonably withheld, and (ii) the Manager shall not make any Transfer that results in Kennedy-Wilson, Inc., a Delaware corporation, owning less than 50% (directly or indirectly) of the Company.

 

11

8.3 Transferee as a Member. An Assignee of a Membership Interest shall have the right to become a substitute Member only if (i) all of the Members consent to the Assignee’s admission to the Company as a Member, (ii) the Assignee executes an instrument satisfactory to the Manager accepting and adopting the provisions of this Agreement, and (iii) the Assignee pays any reasonable expenses in connection with its admission as a new Member. The admission of an Assignee as a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

8.4 Transfers In Violation Of Agreement. Upon any Transfer of a Membership Interest in violation of this Article 8, the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member or to receive the share of one or more of the Company’s Profits, Losses and distributions of the Company’s assets to which the transferor of such Economic Interest (defined below) would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Company’s legal counsel, a Transfer in violation of this Article 8 would cause the tax termination of the Company under section 708(b)(1)(B) of the United States Internal Revenue Code, the Transfer shall be null and void and the purported transferee shall not become either a Member or an Assignee.

ARTICLE 9

DISSOLUTION AND “WINDING UP

9.1 Company Dissolution. The Company shall be dissolved, its assets disposed of, and its affairs wound up on the first to occur of the following (each, a “Dissolution Event”): (a) the vote of all of the Members; (b) the happening of any event that makes it unlawful or impossible to carry on the business of the Company; (c) the sale of all or substantially all of the assets of the Company; or (d) the dissolution of Guardian/KW Blossom Hill, LLC, a Delaware limited liability company. Except as expressly permitted in this Agreement, a Member shall not take any voluntary action that directly causes a Dissolution Event.

9.2 Winding Up. On the Company’s dissolution, the Company’s assets shall be disposed of and its affairs wound up. The Company shall give written notice of the commencement of the dissolution to all of its known creditors.

9.3 Liquidating Distributions. After determining that all the known debts and liabilities of the Company have been paid or adequately provided for, the Company shall distribute its remaining assets to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s taxable year during which liquidation occurs. Such liquidating distributions shall be made by the end of the Company’s taxable year in which the Company is liquidated, or if later, within (90) days after the date of such liquidation.

9.4 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look solely to the assets of the Company for the return of that Member’s positive Capital Account balance and shall have no recourse for such Member’s Capital Contribution and/or share of Profits (upon dissolution or otherwise) against any other Member.

 

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ARTICLE 10

MISCELLANEOUS

10.1 Complete Agreement. This Agreement and the Certificate constitute the complete and exclusive agreement of the parties regarding the subject matter of this Agreement, and replace and supersede all prior written and oral agreements or statements by and among the Members. No representation, statement, condition or warranty not contained in this Agreement shall be binding on the Members or have any force or effect whatsoever. To the extent that any provisions of the Certificate conflict with any provision of this Agreement, the Certificate shall control. All amendments to this Agreement shall be in writing and signed by all of the Members.

10.2 Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement shall be binding on, and inure to the benefit of, the parties and their respective heirs, personal and legal representatives, executors, administrators, successors and assigns.

10.3 Parties In Interest. Except as expressly provided in the Act, nothing in this Agreement shall (a) confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members and such Members’ respective successors and assigns, (b) relieve or discharge the obligation or liability of any third Person to any party to this Agreement, or (c) give any third Person any right of subrogation or action over or against any party to this Agreement.

10.4 Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

10.5 Interpretation. If any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied because this Agreement was prepared by or at the request of a particular Member or that Member’s counsel.

10.6 Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, excluding any conflicts-of-laws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction.

10.7 Severability. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances is not affected and such provision shall be enforced to the greatest extent permitted by law.

10.8 Specific Performance. The Members agree that irreparable damage will result if this Agreement is not performed in accordance with its terms, and the Members agree that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, the provisions hereof and the obligations of the Members hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection

 

13

therewith. Such remedies and all other remedies provided for in this Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that a Member may have under this Agreement, at law or in equity.

10.9 Further Assurances. Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.

10.10 Notices. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively, “Notice”) given under this Agreement shall be in writing and shall be served personally or delivered by first class, registered or certified, return receipt requested, U.S. mail, postage prepaid. Notices may also be given by transmittal over electronic transmitting devices such as facsimile or telecopy machine, if the party to whom the notice is being sent has such a device in its office, and provided a complete copy of any notice so transmitted shall also be mailed in the same manner as required for a mailed notice. Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in U.S. mail, postage prepaid. Notices shall be directed to the Company at the Company’s principal place of business as specified in Section 1.5 of this Agreement, and to a Member at the addresses shown on Exhibit A; provided that a Member may change such Member’s address for notice by giving written Notice to all other Members in accordance with this Section 10.10.

10.11 No Interest In Company Property: Waiver Of Action For Partition. No Member or Assignee has any interest in specific property of the Company: Without limiting the foregoing, each Member and Assignee irrevocably waives during the term of the Company any right that such Member or Assignee may have to maintain any action for partition with respect to the property of the Company.

10.12 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts shall be construed together and constitute the same instrument.

10.13 Attorney’s Fees. If any dispute between the Company and the Members or among the Members results in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party.

10.14 Remedies Cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

ARTICLE 11

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings specified below or elsewhere in this Agreement and when not so defined shall have the meanings specified in the Act (such terms are equally applicable to both the singular and plural derivations of the terms defined):

 

14

“Affiliate” means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Member. The term “control,” as used in the immediately preceding sentence, shall mean with respect to a corporation or limited liability company the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

“Bankruptcy” means: (a) the filing of an application by a Member for, or his consent to, the appointment of a trustee, receiver, or custodian of his other assets; (b) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (c) the making by a Member of a general assignment for the benefit of creditors; (d) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of a Member unless the proceedings and the person appointed are dismissed within ninety (90) days; or (e) the failure by a Member generally to pay his debts as the debts become due within the meaning of section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of his inability to pay his debts as they become due.

“Economic Interest” mean the right to receive distributions of the Company’s assets and allocations of income, gain, loss, deduction, credit and similar items from the Company pursuant to this Agreement and the Act, but shall not include arty other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company, or except as provided in the Act, any right to information concerning the business and affairs of the Company.

“Membership Interest” shall mean a Member’s entire interest in the Company including the Member’s Economic Interest, the right to vote on or participate in the management, and the right to receive information concerning the business and affairs, of the Company.

“Percentage Interest” shall mean the percentage set forth next to a Member’s name on Exhibit A.

“Person” means an individual, partnership, limited partnership, limited liability company, corporation, trust, estate, association or any other entity.

“Transfer” or “Transferred” shall mean any sale, assignment, transfer, conveyance, pledge, hypothecation, or other disposition voluntarily or involuntarily, by operation of law, with or without consideration, or otherwise (including, without limitation, by way of intestacy, will, gift, Bankruptcy, receivership, levy, execution, charging order or other similar sale or seizure by legal process) of all or any portion of any Membership Interest.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Members have executed this Agreement on the day and year first above written.

 

MEMBERS:

K-W PROPERTIES,

a California corporation

By:  

/s/ Robert E. Hart

Name: Robert E. Hart
Title: Vice President

 

KW BLOSSOM HILL EXECUTIVES LLC,

a California limited liability company

By:  

/s/ Robert E. Hart

Name: Robert E. Hart
Title: Manager

 

KENEDIX GP, LLC,

a Delaware limited liability company

By:  

/s/ Hiroshi Matsumoto

Name: Hiroshi Matsumoto
Title: President

 

S-1

EXHIBIT A

NAMES OF MEMBERS

 

MEMBERS

    CAPITAL
CONTRIBUTION		      ORIGINAL
PERCENTAGE
INTERESTS		  

K-W PROPERTIES,

a California corporation

c/o Kennedy-Wilson

9601 Wilshire Blvd., Ste., 220

Beverly Hills, CA 90210

 

    $ 3,192,000         77 % 

KW BLOSSOM HILL EXECUTIVES LLC,

a California limited liability company

c/o Kennedy-Wilson

9601 Wilshire Blvd., Ste., 220

Beverly Hills, CA 90210

 

    $ 120,000         3 % 

KENEDIX GP, LLC,

a Delaware limited liability company

c/o Kenedix Westwood, LLC

1801 Century park East, Suite 2400

Los Angeles, CA 90067

 

    $ 828,000         20 % 
 EX-5.1 43 d235317dex51.htm OPINION OF LATHAM & WATKINS LLP Opinion of Latham & Watkins LLP

Exhibit 5.1

 

LOGO

  

355 South Grand Avenue

Los Angeles, California 90071-1560

Tel: +1.213.485.1234   Fax: +1.213.891.8763

www.lw.com

 

FIRM / AFFILIATE OFFICES

October 5, 2011

   

Abu Dhabi

Barcelona

Beijing

Boston

Brussels

Chicago

Doha

Dubai

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

Milan

  

Moscow

Munich

New Jersey

New York

Orange County

Paris

Riyadh

Rome

San Diego

San Francisco

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

 

     

 

Kennedy-Wilson, Inc.

9701 Wilshire Blvd., Suite 700

Beverly Hills, CA 90212

 

 

  Re: Registration Statement on Form S-4; Exchange Offer for up to $250,000,000 in

Aggregate Principal Amount of Kennedy-Wilson, Inc.’s 8.750% Senior Notes Due 2019

Ladies and Gentlemen:

We have acted as special counsel to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), in connection with the issuance of up to $250,000,000 in aggregate principal amount of its 8.750% Senior Notes due 2019 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed on Exhibit A hereto (the “Guarantors”), under an indenture, dated as of April 5, 2011 (the “Indenture”), among the Company, the guarantors set forth in the signature pages thereto and Wilmington Trust FSB, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 5, 2011 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for the Company’s outstanding 8.750% Senior Notes due 2019 (the “Private Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.

October 5, 2011

Page 2

LOGO

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the States of California, Delaware and Illinois are addressed in the letter of Kulik, Gottesman, Mouton & Siegel, LLP, which has been separately provided to you. We express no opinion with respect to those matters herein and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Private Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Exchange Notes and the Guarantees will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their respective terms.

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in Section 6.15 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of the Exchange Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (g) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) covenants not to compete, (j) provisions for exclusivity, election or cumulation of rights or remedies, (k) provisions authorizing or validating conclusive or discretionary determinations, (l) grants of setoff rights, (m) proxies, powers and trusts, (n) provisions prohibiting, restricting, or requiring consent to

October 5, 2011

Page 3

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assignment or transfer of any right or property, and (o) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations, FINRA rules or stock exchange rules (without limiting other laws excluded by customary practice).

With your consent, we have assumed (a) that the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

October 5, 2011

Page 4

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Exhibit A

 

Guarantors

  1.    Kennedy-Wilson Holdings, Inc., a Delaware corporation

  2.    Kennedy-Wilson Properties, Ltd., a Delaware corporation

  3.    Kennedy-Wilson Property Services, Inc., a Delaware corporation

  4.    Kennedy-Wilson Property Services II, Inc., a Delaware corporation

  5.    Kennedy Wilson Property Services III, L.P., a Delaware limited partnership

  6.    Kennedy-Wilson Property Equity, Inc., a Delaware corporation

  7.    Kennedy-Wilson Property Equity II, Inc., a Delaware corporation

  8.    Kennedy-Wilson Property Special Equity, Inc., a Delaware corporation

  9.    Kennedy-Wilson Property Special Equity II, Inc., a Delaware corporation

10.    Kennedy-Wilson Property Special Equity III, LLC, a Delaware limited liability company

11.    K-W Properties, a California corporation

12.    Kennedy Wilson Property Services III GP, LLC, a Delaware limited liability company

13.    KW BASGF II Manager, LLC, a Delaware limited liability company

14.    KWF Investors I, LLC, a Delaware limited liability company

15.    KWF Investors II, LLC, a Delaware limited liability company

16.    KWF Investors III, LLC, a Delaware limited liability company

17.    KWF Manager I, LLC, a Delaware limited liability company

18.    KWF Manager II, LLC, a Delaware limited liability company

19.    KWF Manager III, LLC, a Delaware limited liability company

20.    Kennedy Wilson Overseas Investments, Inc., a Delaware corporation

21.    Fairways 340 Corp., a Delaware corporation

22.    KW - Richmond, LLC, a Delaware limited liability company

23.    Pacifica West Coast Partners, LLC, a California limited liability company

24.    SG KW Venture I Manager LLC, a Delaware limited liability company

25.    KW Loan Partners I LLC, a Delaware limited liability company

26.    KW Loan Partners II LLC, a California limited liability company

27.    KW Sunrise Carlsbad, LLC, a Delaware limited liability company

28.    Sunrise Property Associates, LLC, a Delaware limited liability company

29.    KW Summer House Manager, LLC, a Delaware limited liability company

30.    KW Mill Creek Property Manager, LLC, a California limited liability company

31.    KW Montclair, LLC, a Delaware limited liability company

32.    KW Blossom Hill Manager, LLC, a Delaware limited liability company

33.    KW Serenade Manager, LLC, a Delaware limited liability company

34.    K-W Santiago Inc., a California corporation

35.    KW Anaheim Land Partners LLC, a Delaware limited liability company

36.    KW Redmond Manager, LLC, a Delaware limited liability company

37.    Dillingham Ranch Aina LLC, a Delaware limited liability company

38.    68-540 Farrington, LLC, a Delaware limited liability company

39.    KW Dillingham Aina LLC, a Delaware limited liability company

40.    Kennedy Wilson Fund Management Group, LLC, a California limited liability company

41.    Kennedy-Wilson International, a California corporation

42.    Kennedy-Wilson Tech, Ltd., a California corporation

43.    KW Multi-Family Management Group, a Delaware corporation

44.    KWP Financial I, a California corporation

45.    Kennedy-Wilson Properties, LTD, an Illinois corporation

46.    Kennedy Wilson Auction Group Inc., a California corporation

October 5, 2011

Page 5

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47.    KWF Manager IV, LLC, a Delaware limited liability company

48.    KWF Manager V, LLC, a Delaware limited liability company

49.    KW Ireland, LLC, a Delaware limited liability company

50.    Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company

51.    KW Residential Group, Inc., a Delaware corporation

52.    KWF Fund IV—Kohanaiki, LLC, a Delaware limited liability company

53.    KW Telstar Partners, LLC, a Delaware limited liability company

54.    KWF Investors IV, LLC, a Delaware limited liability company

55.    KWF Investors V, LLC, a Delaware limited liability company

 EX-10.101 44 d235317dex10101.htm SCHEDULE OF OMITTED DOCUMENTS Schedule of Omitted Documents

Exhibit 10.101

Schedule of Omitted Documents

Described below are certificates of incorporation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.5 to this registration statement.

Certificate of Incorporation of Kennedy-Wilson Property Services, Inc. filed in Delaware July 26, 2000.

Certificate of Incorporation of Kennedy-Wilson Property Equity, Inc. filed in Delaware July 26, 2000.

Certificate of Incorporation of Kennedy-Wilson Property Special Equity, Inc. filed in Delaware July 26, 2000.

Described below are certificates of incorporation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.6 to this registration statement.

Certificate of Incorporation of Kennedy-Wilson Property Equity II, Inc. filed in Delaware October 31, 2005.

Certificate of Incorporation of Kennedy-Wilson Property Special Equity II, Inc. filed in Delaware October 26, 2005.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.8 to this registration statement.

Certificate of Formation of Kennedy Wilson Property Services III GP, LLC filed in Delaware November 19, 2008.

Certificate of Formation of KW BASGF II Manager, LLC filed in Delaware September 5, 2006.

Certificate of Formation of KW Montclair, LLC filed in Delaware July 7, 2008.

Certificate of Formation of KW Anaheim Land Partners LLC filed in Delaware June 13, 2006.

Certificate of Formation of Dillingham Ranch Aina LLC filed in Delaware March 31, 2006.

Certificate of Formation of KW Dillingham Aina LLC filed in Delaware April 27, 2006.

Described below are certificates of incorporation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.11 to this registration statement.

Certificate of Incorporation of Kennedy-Wilson Tech Ltd. filed in California December 9, 1998.

Articles of Incorporation of KWP Financial I filed in California December 1, 2994.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.12 to this registration statement.

Certificate of Formation of KWF Investors II, LLC filed in Delaware October 27, 2010.

Certificate of Formation of KWF Investors III, LLC filed in Delaware November 30, 2010.

Certificate of Formation of KWF Manager I, LLC filed in Delaware August 26, 2010.

Certificate of Formation of KWF Manager II, LLC filed in Delaware October 27, 2010.

Certificate of Formation of KWF Manager III, LLC filed in Delaware November 30, 2010.

Certificate of Formation of KW-Richmond, LLC filed in Delaware June 20, 2008.

Certificate of Formation of KW Blossom Hill Manager, LLC filed in Delaware September 9, 2008.

Certificate of Formation of KW Serenade Manager, LLC filed in Delaware August 16, 2010.

Certificate of Formation of KW Redmond Manager, LLC filed in Delaware May 27, 2008.

Certificate of Formation of KW Telstar Partners, LLC filed in Delaware June 3, 2011.

Certificate of Formation of KWF Manager V, LLC filed in Delaware May 31, 2011.

Certificate of Formation of KW Fund IV—Kohanaiki, LLC filed in Delaware May 26, 2011.

Certificate of Formation of KW Ireland, LLC filed in Delaware April 20, 2011.

Certificate of Formation of KWF Manager IV, LLC filed in Delaware April 20, 2011.

Certificate of Formation of KWF Investors IV, LLC filed in Delaware April 20, 2011.

Certificate of Formation of KWF Investors V, LLC filed in Delaware May 31, 2011.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.14 to this registration statement.

Certificate of Formation of 68-540 Farrington, LLC filed in Delaware May 15, 2006.

Certificate of Formation of Kennedy Wilson Property Equity IV, LLC filed in Delaware May 9, 2011.

Described below are articles of organization, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.15 to this registration statement.

Articles of Organization of KW Loan Partners II LLC filed in California April 27, 2010.

Articles of Organization of KW Mill Creek Property Manager, LLC filed in California May 31, 2007.

Articles of Organization of Kennedy Wilson Fund Management Group, LLC filed in California January 10, 2007.

Described below are certificates of formation, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration statement pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.16 to this registration statement.

Certificate of Formation of KW Sunrise Carlsbad, LLC filed in Delaware September 20, 2010.

Certificate of Formation of Sunrise Property Associates, LLC filed in Delaware December 2, 2005.

Certificate of Formation of KW Multi-Family Management Group, LLC filed in Delaware October 1, 2007.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.22 to this registration statement.

Bylaws of Kennedy-Wilson Properties, Ltd. effective June 30, 1998.

Bylaws of Kennedy-Wilson Property Services, Inc. effective July 26, 2000.

Bylaws of Kennedy-Wilson Property Special Equity, Inc. effective July 26, 2000.

Bylaws of Kennedy Wilson Overseas Investments, Inc. effective August 26, 2005.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.23 to this registration statement.

Bylaws of Kennedy-Wilson Property Equity II, Inc. effective October 31, 2005.

Bylaws of Kennedy-Wilson Property Special Equity II, Inc. effective October 26, 2005.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.24 to this registration statement.

Bylaws of K-W Marengo Inc. effective September 8, 1998.

Bylaws of Kennedy-Wilson Tech Ltd. effective December 11, 1998.

Bylaws of KWP Financial I effective December 1, 1994.

Bylaws of Kennedy Wilson Auction Group Inc. effective July 31, 2007.

Bylaws of KW Residential Group, Inc. effective July 11, 2011.

Described below are limited liability company agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.28 to this registration statement.

Limited Liability Company Agreement of KWF Manager II, LLC effective November 1, 2010.

Limited Liability Company Agreement of KWF Manager III, LLC effective November 30, 2010.

Limited Liability Company Agreement of KWF Manager IV, LLC effective June 13, 2011.

Limited Liability Company Agreement of KWF Manager V, LLC effective June 13, 2011.

Described below are limited liability company agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.36 to this registration statement.

Limited Liability Company Agreement of KW Telstar Partners, LLC effective June 3, 2011.

Limited Liability Company Agreement of KW Ireland, LLC effective July 14, 2011.

Described below are limited liability company agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.37 to this registration statement.

KW Fund IV—Kohanaiki, LLC effective May 26, 2011.

Described below are limited liability company agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.39 to this registration statement.

Limited Liability Company Agreement of Kennedy Wilson Property Services III GP, LLC effective November 30, 2008.

Described below are bylaws, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.40 to this registration statement.

Limited Liability Company Agreement of KWF Investors I, LLC effective September 1, 2010.

Limited Liability Company Agreement of KWF Investors II, LLC effective November 1, 2010.

Limited Liability Company Agreement of SG KW Venture I Manager, LLC effective December 28, 2009.

Limited Liability Company Agreement of KW Loan Partners I LLC effective March 30, 2010.

Limited Liability Company Agreement of KWF Investors IV, LLC effective June 13, 2011.

Limited Liability Company Agreement of KWF Investors V, LLC effective June 13, 2011.

Described below are Operating Agreements, or instruments corresponding thereto, and any amendments, of the Subsidiary Guarantors which have not been filed as exhibits to this registration pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to exhibit 3.43 to this registration statement.

Operating Agreement of Pacifica West Coast Partners LLC effective December 28, 2009.

Operating Agreement of KW Mill Creek Property Manager, LLC effective July 26, 2007.

Operating Agreement of KW Montclair, LLC effective August 11, 2008.

Operating Agreement of KW Serenade Manager, LLC effective August 23, 2010.

Operating Agreement of KW Anaheim Land Partners LLC effective June 28, 2006.

Operating Agreement of KW Redmond Manager, LLC effective June 25, 2008.

Operating Agreement of KW Dillingham Aina LLC effective May 19, 2006.

EX-12.1 45 d235317dex121.htm STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Statement of Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1

Kennedy-Wilson Holdings, Inc.

Statement of Computation of Ratio of Earnings to Fixed Charges

 

   

Six Months

Ended

                                
      Year Ended December 31,  
    June 30, 2011     2010     2009     2008     2007     2006  

Earnings:

            

Pre-tax income from continuing operations before adjustment for income or loss from equity investees:

            

Income (loss) before (provision for) benefit from income taxes

   $ 3,427,000      $ 10,212,000      $ (13,618,000 )    $ 1,272,000      $ 13,421,000      $ 11,104,000   

Equity in earnings from real estate ventures

     (7,807,000 )      (10,548,000 )      (8,019,000 )      (10,097,000 )      (27,433,000 )      (14,689,000 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
    (4,380,000 )      (336,000 )      (21,637,000 )      (8,825,000 )      (14,012,000 )      (3,585,000 ) 

Adjustments:

            

Fixed charges

     8,875,000        9,412,000        14,751,000        10,781,000        6,400,000        4,424,000   

Distributions from equity investees - operating

     2,545,000        5,931,000        514,000        294,000        885,000        45,000   

Interest capitalized

     (511,000 )      (790,000 )      —          (999,000 )      (519,000 )      (509,000 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total earnings

   $ 6,529,000      $ 14,217,000      $ (6,372,000 )    $ 1,251,000      $ (7,246,000 )    $ 375,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Fixed charges:

            

Interest

            

Expensed

     7,757,000        7,634,000        13,174,000        8,596,000        5,090,000        3,183,000   

Capitalized

     511,000        790,000        —          999,000        519,000        509,000   

Amortization related to indebtedness

     299,000        262,000        917,000        658,000        296,000        237,000   

Estimated interest within rental expense

     308,000        726,000        660,000        528,000        495,000        495,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total fixed charges

   $ 8,875,000      $ 9,412,000      $ 14,751,000      $ 10,781,000      $ 6,400,000      $ 4,424,000   

Ratio of earnings to fixed charges

     0.74        1.51        N/A        0.12        N/A        0.08   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Amount of deficiency

   $ 2,346,000        N/A      $ 21,123,000      $ 9,530,000      $ 13,646,000      $ 4,049,000   
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
 EX-23.1 46 d235317dex231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our reports dated March 11, 2011, with respect to the consolidated balance sheets of Kennedy-Wilson Holdings, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2010, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

Our report indicates that the December 31, 2009 financial statements of KW Residential, LLC were audited by other auditors and our opinion, insofar as it related to the amounts included in the consolidated financial statements of Kennedy-Wilson Holdings, Inc. for KW Residential, LLC, is based solely on the report of the other auditors.

/s/ KPMG LLP

Los Angeles, California

October 4, 2011

EX-23.2 47 d235317dex232.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Members

KW Residential, LLC:

We consent to the use of our report dated March 11, 2011 with respect to the consolidated balance sheet of KW Residential, LLC as of December 31, 2010, and the related consolidated statements of operations and comprehensive income, members’ equity, and cash flows for the year then ended, which report appears in the December 31, 2010 annual report on Form 10-K of Kennedy-Wilson Holdings, Inc. and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG AZSA LLC

Tokyo, Japan

October 4, 2011

EX-23.3 48 d235317dex233.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We have issued our report dated March 13, 2010 with respect to the 2009 consolidated financial statements of KW Residential LLC included in the Annual Report on Form 10-K for the year ended December 31, 2010 of Kennedy-Wilson Holdings, Inc., which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON TAIYO ASG LLC (formerly known as Grant Thornton Taiyo ASG)

Tokyo, Japan

October 4, 2011

EX-23.4 49 d235317dex234.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our reports dated March 11, 2011, with respect to the combined balance sheet of KW/WDC Portfolio Member LLC and subsidiaries and One Carlsbad as of December 31, 2010, and the related combined statements of operations, equity, and cash flows for the year then ended, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

October 4, 2011

EX-23.5 50 d235317dex235.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use of our reports dated March 11, 2011, with respect to the combined statements of financial condition of KW Property Fund III, L.P. and KW Property Fund III (QP-A), L.P. including the combined schedules of investments as of December 31, 2010 and 2009, and the related combined statements of operations, partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2010, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

October 4, 2011

EX-23.6 51 d235317dex236.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.6

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Kennedy-Wilson Holdings, Inc.:

We consent to the use (a) of our report dated October 3, 2011, with respect to the historical summaries of gross income and direct operating expenses of 303-333 Hegenberger for the years ended December 31, 2010, 2009 and 2008, and (b) of our report dated October 3, 2011, with respect to the historical summary of gross income and direct operating expenses of 9320 Telstar Avenue for the year ended December 31, 2010, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

October 4, 2011

EX-25 52 d235317dex25.htm STATEMENT OF ELIGIBILITY Statement of Eligibility

Exhibit 25

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

 

 

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Robert C. Fiedler

Vice President and Counsel

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8541

(Name, address and telephone number of agent for service)

 

 

KENNEDY-WILSON, INC1

(Exact name of obligor as specified in its charter)

 

 

 

Delaware  

95-4364537

(State of incorporation)   (I.R.S. employer identification no.)

9701 Wilshire Boulevard, Suite 700

Beverly Hills, California

   90212
(Address of principal executive offices)   (Zip Code)

 

 

8.750% Senior Notes due 2019

Guarantees of 8.750% Senior Notes due 2019

(Title of the indenture securities)

 

 

1 SEE TABLE OF ADDITIONAL OBLIGORS

 

 

 

TABLE OF ADDITIONAL OBLIGORS

Additional Obligors (as Guarantors of 8.750% Senior Notes due 2019)

 

Exact Name of Obligor

as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

    I.R.S.
Employer
Identification
Number		   

Primary
Standard
Industrial
Classification
Code
Number

   

Address, Including Zip Code and
Telephone Number, Including Area
Code of Obligor’s
Principal Executive Offices

Kennedy-Wilson Holdings, Inc.

    DE    26-0508760   

6531-04

   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Properties, Ltd.

    DE    95-4697159    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Services, Inc.

    DE    95-4812579    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Services, II, Inc.

    DE    20-3693493    6531-06   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services III, L.P.

    DE    26-1558520    6531-06   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity, Inc.

    DE    95-4812580    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Equity II, Inc.

    DE    20-3812712    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity, Inc.

    DE    95-4812583    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Property Special Equity II, Inc.

    DE    20-3693618    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Special Equity III, LLC

    DE    26-1558607    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

K-W Properties

    CA    95-4492564    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Services III GP, LLC

    DE    26-3806726    6531-06   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW BASGF II Manager, LLC

    DE    20-5523327    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Investors I, LLC

    DE    27-3337920    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligor

as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

    I.R.S.
Employer
Identification
Number		   

Primary
Standard
Industrial
Classification
Code
Number

   

Address, Including Zip Code and
Telephone Number, Including Area
Code of Obligor’s
Principal Executive Offices

KWF Investors II, LLC

    DE    27-3788594    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Investors III, LLC

    DE    27-4110400    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager I, LLC

    DE    27-3337771    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager II, LLC

    DE    27-3788479    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager III, LLC

    DE    27-4110811    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Overseas Investments, Inc.

    DE    20-2715619    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Fairways 340 Corp.

    DE    20-4169707    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW-Richmond, LLC

    DE    26-2852263    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Pacifica West Coast Partners, LLC

    CA    27-1533980    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

SG KW Venture I Manager LLC

    DE    27-1366657    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners I LLC

    DE    27-1944476    6162-01   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Loan Partners II LLC

    CA    27-2450209    6162-01   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Sunrise Carlsbad, LLC

    DE    27-3576271    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Sunrise Property Associates, LLC

    DE    95-3825023    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligor

as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

    I.R.S.
Employer
Identification
Number		   

Primary
Standard
Industrial
Classification
Code
Number

   

Address, Including Zip Code and
Telephone Number, Including Area
Code of Obligor’s
Principal Executive Offices

KW Summer House Manager, LLC

    DE    27-2502491    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Mill Creek Property Manager, LLC

    CA    26-0301460    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Montclair, LLC

    DE    26-2942185    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Blossom Hill Manager, LLC

    DE    26-3330309    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Serenade Manager, LLC

    DE    27-3271987    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

K-W Santiago Inc.

    CA    95-4704530    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Anaheim Land Partners LLC

    DE    20-5046652    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Redmond Manager, LLC

    DE    26-2773678    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Dillingham Ranch Aina LLC

    DE    20-4635382    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

68-540 Farrington, LLC

    DE    20-4879846    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Dillingham Aina LLC

    DE    20-4788802    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Fund Management Group, LLC

    CA    20-8342380    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson International

    CA    95-3379144    6521-18   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Tech, Ltd.

    CA    95-4725845    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Exact Name of Obligor

as Specified in its Charter

   

State or Other
Jurisdiction of
Incorporation or
Organization

    I.R.S.
Employer
Identification
Number		   

Primary
Standard
Industrial
Classification
Code
Number

   

Address, Including Zip Code and
Telephone Number, Including Area
Code of Obligor’s
Principal Executive Offices

KW Multi-Family Management Group, LLC

    DE    20-3909439    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWP Financial I

    CA    95-4506679    6162-01   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy-Wilson Properties, LTD

    IL    36-2709910    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Auction Group Inc.

    CA    26-0808460    6531-08   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager IV, LLC

    DE    45-1836132    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Manager V, LLC

    DE    45-2477455    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Ireland, LLC

    DE    45-1840083    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Kennedy Wilson Property Equity IV, LLC

    DE    45-2147199    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Residential Group, Inc.

    DE    45-2718656    6531-06   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Fund IV – Kohanaiki, LLC

    DE    45-2718657    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KW Telstar Partners, LLC

    DE    45-2718658    6531-04   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Investors IV, LLC

    DE    45-837186   

6531-04

   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

KWF Investors V, LLC

    DE    45-477357   

6531-04

   

9701 Wilshire Boulevard,

Suite 700

Beverly Hills, California 90212

(310) 887-6400

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

 

Item 16. LIST OF EXHIBITS. Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

 

  1. A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

 

  2. The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

 

  3. The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

 

  4. A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

 

  5. Not applicable.

 

  6. The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

 

  7. Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

  8. Not applicable.

 

  9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 28th day of September, 2011.

 

WILMINGTON TRUST, NATIONAL ASSOCIATION
By:  

/s/ Jane Y. Schweiger

Name:   Jane Y. Schweiger
Title:   Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST. The title of this association shall be Wilmington Trust, National Association.

SECOND. The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware. The general business of the association shall be conducted at its main office and its branches.

THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit. The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater. Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may not increase the number of directors between meetings of shareholders to a number which:

(1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

(2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by

resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day. If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists. The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

 

  (1) The name and address of each proposed nominee.

 

  (2) The principal occupation of each proposed nominee.

 

  (3) The total number of shares of capital stock of the association that will be voted for each proposed nominee.

 

  (4) The name and residence address of the notifying shareholder.

  (5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee. No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH. The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix. Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares.

Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration. Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

 

  (1) Define the duties of the officers, employees, and agents of the association.

 

  (2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

  (3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

 

  (4) Dismiss officers and employees.

 

  (5) Require bonds from officers and employees and to fix the penalty thereof.

 

  (6) Ratify written policies authorized by the association’s management or committees of the board.

 

  (7) Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

 

  (8) Manage and administer the business and affairs of the association.

 

  (9) Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

 

  (10) Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

 

  (11) Make contracts.

 

  (12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits. The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special

meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists. If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an

undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such

institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency. Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day. Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares. In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of

directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting. The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned. If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date. If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3. Nominations of Directors. Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

 

  (1) The name and address of each proposed nominee;

 

  (2) The principal occupation of each proposed nominee;

 

  (3) The total number of shares of capital stock of the association that will be voted for each proposed nominee;

 

  (4) The name and residence of the notifying shareholder; and

 

  (5) The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and filed with the records of the meeting. Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder. Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2. If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1. Board of Directors. The board of directors shall have the power to manage and administer the business and affairs of the association. Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2. Number. The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit. The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3. Organization Meeting. The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof. If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4. Regular Meetings. The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate. When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5. Special Meetings. Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors. Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6. Quorum. A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7. If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7. Meetings by Conference Telephone. Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8. Procedures. The order of business and all other matters of procedure at every meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9. Removal of Directors. Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders. Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote. Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10. Vacancies. When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for

that purpose in conformance with Section 2 of Article I. At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association. The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective. Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors. Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well. The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1. Loan Committee. There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated. The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2. Investment Committee. There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often. The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated. The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3. Examining Committee. There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often. The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter. Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4. Trust Audit Committee. There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5. Other Committees. The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine. However, a committee may not:

 

  (1) Authorize distributions of assets or dividends;

  (2) Approve action required to be approved by shareholders;

 

  (3) Fill vacancies on the board of directors or any of its committees;

 

  (4) Amend articles of association;

 

  (5) Adopt, amend or repeal bylaws; or

 

  (6) Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6. Committee Members’ Fees. Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member. The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended. The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1. Chairperson of the Board. The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board of directors. The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive

powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2. President. The board of directors shall appoint one of its members to be the president of the association. In the absence of the chairperson, the president shall preside at any meeting of the board of directors. The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws. The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3. Vice President. The board of directors may appoint one or more vice presidents. Each vice president shall have such powers and duties as may be assigned by the board of directors. One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4. Secretary. The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings. The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5. Other Officers. The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president. The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6. Tenure of Office. The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7. Resignation. An officer may resign at any time by delivering notice to the association. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1. Trust Audit Committee. There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. annually or more often. Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Section 2. Fiduciary Files. There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law. Where such instrument does not specify the character and class of investments to be made and does not vest in the association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1. Transfers. Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares. The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates. Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder. The procedure may set forth:

 

  (1) The types of nominees to which it applies;

  (2) The rights or privileges that the association recognizes in a beneficial owner;

 

  (3) How the nominee may request the association to recognize the beneficial owner as the shareholder;

 

  (4) The information that must be provided when the procedure is selected;

 

  (5) The period over which the association will continue to recognize the beneficial owner as the shareholder;

 

  (6) Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1. Seal. The seal of the association shall be in such form as may be determined from time to time by the board of directors. The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same. The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3. Records. The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4. Corporate Governance Procedures. To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5. Indemnification.

For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of

directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders. To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met. If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency. Such insurance may, but need not, be for the benefit of all institution affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1. Inspection. A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2. Amendments. The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I have hereunto affixed my official signature on this          day of                     .

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

 

    WILMINGTON TRUST,
    NATIONAL ASSOCIATION
Dated: September 28, 2011     By:  

/s/ Jane Y. Schweiger

    Name:     Jane Y. Schweiger
    Title:   Vice President

EXHIBIT 7

R E P O R T  O F  C O N D I T I O N

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on June 30, 2011:

 

     Thousands of Dollars  

ASSETS

   

Cash and balances due from depository institutions:

      265,521   

Securities:

      106   

Federal funds sold and securities purchased under agreement to resell:

      0   

Loans and leases held for sale:

      0   

Loans and leases net of unearned income, allowance:

      0   

Premises and fixed assets:

      15,686   

Other real estate owned:

      0   

Investments in unconsolidated subsidiaries and associated companies:

      0   

Direct and indirect investments in real estate ventures:

      0   

Intangible assets:

      14,301   

Other assets:

      199,271   

Total Assets:

      494,885   
     Thousands of Dollars  

LIABILITIES

   

Deposits

      108,590   

Federal funds purchased and securities sold under agreements to repurchase

      0   

Other borrowed money:

      0   

Other Liabilities:

      161,043   

Total Liabilities

      269,633   
     Thousands of Dollars  

EQUITY CAPITAL

   

Common Stock

      0   

Surplus

      225,418   

Retained Earnings

      (166 ) 

Accumulated other comprehensive income

      0   

Total Equity Capital

      225,252   

Total Liabilities and Equity Capital

      494,885   
 EX-99.1 53 d235317dex991.htm FORM OF LETTER OF TRANSMITTAL Form of Letter of Transmittal

Exhibit 99.1

LOGO

LETTER OF TRANSMITTAL

To Tender For Exchange

8.750% Senior Notes due 2019

of

KENNEDY-WILSON, INC.

Pursuant to the Prospectus Dated                              

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                              , UNLESS EXTENDED (THE “EXPIRATION DATE”).

The Exchange Agent for the Exchange Offer is:

WILMINGTON TRUST, NATIONAL ASSOCIATION

 

By Hand, Overnight Delivery or Mail

(Registered or Certified Mail Recommended):

       

By Facsimile Transmission

(for eligible institutions only):

 

Wilmington Trust, National Association

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attention: Sam Hamed

     

 

(302) 636-4139

Attention: Sam Hamed

 

Fax cover sheets should provide a call back number and

request a call back, upon receipt.

    

Confirm receipt by calling:

(302) 636-6181

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL. DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The undersigned hereby acknowledges receipt of the prospectus, dated                              , of Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), which, together with this letter of transmittal, constitute the Company’s offer to exchange up to $250,000,000 aggregate principal amount of its new 8.750% Senior Notes due 2019 (the “new notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its presently outstanding privately placed and unregistered 8.750% Senior Notes due 2019 (the “old notes”). Old notes may be tendered in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

IF YOU DESIRE TO EXCHANGE YOUR OLD NOTES FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF NEW NOTES, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

This letter of transmittal is to be completed by holders of the Company’s old notes either if certificates representing such notes are to be forwarded herewith or, unless an agent’s message is utilized, tenders of such notes are to be made by book-entry transfer to an account maintained by the exchange agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the heading “The Exchange Offer—Procedures for Tendering Outstanding Notes.”

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

Holders that are tendering by book-entry transfer to the exchange agent’s account at DTC may execute the tender though the DTC Automated Tender Offer Program, for which the exchange offer is eligible. DTC participants that are tendering old notes pursuant to the exchange offer must transmit their acceptance through the Automated Tender Offer Program to DTC, which will edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance.

To properly complete this letter of transmittal, a holder of old notes must:

 

  •  

complete the box entitled “Description of Old Notes”;

 

  •  

if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;

 

  •  

sign the letter of transmittal; and

 

  •  

complete the IRS Form W-9 (or provide an IRS Form W-8).

If a holder desires to tender old notes pursuant to the exchange offer and (1) certificates representing such old notes are not immediately available, (2) time will not permit this letter of transmittal, certificates representing such old notes or other required documents to reach the exchange agent on or prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the Expiration Date, such holder may nevertheless tender such old notes with the effect that such tender will be deemed to have been received on or prior to the Expiration Date if the guaranteed delivery procedures described in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures” are followed. See Instruction 1 below.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR CHECKING ANY BOX BELOW. The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents may be directed to Wilmington Trust, National Association at the address and telephone number set forth on the cover page of this letter of transmittal. See Instruction 11 below.

 

2

List below the old notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts at maturity on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of old notes will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

DESCRIPTION OF OLD NOTES

 

NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S)

(PLEASE FILL IN)

  

CERTIFICATE

NUMBER(S)*

  

AGGREGATE

PRINCIPAL

AMOUNT AT

MATURITY

REPRESENTED**

    PRINCIPAL
AMOUNT AT
MATURITY
TENDERED**
      
      
      
      

TOTAL PRINCIPAL AMOUNT AT MATURITY OF OLD NOTES

       

 

* Need not be completed by holders delivering by book-entry transfer (see below).
** Unless otherwise indicated in the column “Principal Amount at Maturity Tendered” and subject to the terms and conditions of the exchange offer, the holder will be deemed to have tendered the entire aggregate principal amount at maturity represented by each note listed above and delivered to the exchange agent. See Instruction 4.

 

3

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING THE BOXES BELOW

 

¨ CHECK HERE IF CERTIFICATES FOR TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

 

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

 

Name of Tendering Institution:  

 

Account Number with DTC:  

 

Transaction Code Number:  

 

 

¨ CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

 

Name(s) of Registered Holder(s):  

 

Window Ticket Number(s) (if any):   

 

Date of Execution of the Notice of Guaranteed Delivery:   

 

Name of Eligible Institution that Guaranteed Delivery:   

 

If delivered by Book-Entry Transfer, complete the following:   
Name of Tendering Institution:   

 

Account Number at DTC:   

 

Transaction Code Number:   

 

 

¨ PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 ADDITIONAL COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

 

Name:  

 

Address:  

 

Area Code and Telephone Number:  

 

NOTE: SIGNATURES MUST BE PROVIDED BELOW

 

4

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), the principal amount at maturity of the Company’s outstanding privately placed and unregistered 8.750% Senior Notes due 2019 (the “old notes”) described above. Subject to, and effective upon, the acceptance for exchange of the old notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such old notes.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Company and as trustee under the indenture relating to the old notes) with respect to such tendered old notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered old notes, or transfer ownership of such notes, on the account books maintained by The Depository Trust Company (“DTC”), and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Company upon receipt by the exchange agent, as the undersigned’s agent, of the Company’s new 8.750% Senior Notes due 2019 (the “new notes”) to which the undersigned is entitled upon the acceptance by the Company of such old notes for exchange pursuant to the exchange offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such old notes, all in accordance with the terms and conditions of the exchange offer, and (3) present such old notes for transfer, and transfer such old notes, on the relevant security register.

The undersigned hereby represents and warrants that the undersigned (1) owns the old notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the old notes and to acquire new notes issuable upon the exchange of such tendered old notes, and that, when the same are accepted for exchange, the Company will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered old notes or to transfer ownership of such notes on the account books maintained by DTC. The undersigned agrees to all of the terms of the exchange offer, as described in the prospectus and this letter of transmittal.

Tenders of the old notes pursuant to any one of the procedures described in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes” and in the instructions to this letter of transmittal will, upon the Company’s acceptance of the old notes for exchange, constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions of the exchange offer.

The exchange offer is subject to the conditions set forth in the prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” As a result of these conditions (which may be waived, in whole or in part, by the Company) as more particularly set forth in the prospectus, the Company may not be required to exchange any of the old notes tendered by this letter of transmittal and, in such event, the old notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

 

5

Unless a box under the heading “Special Issuance Instructions” is checked, by tendering old notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

(1) the undersigned or any beneficial owner of the old notes is acquiring the new notes in the ordinary course of business of the undersigned (or such other beneficial owner);

(2) neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the old notes within the meaning of the federal securities laws;

(3) neither the undersigned nor any beneficial owner has an arrangement or understanding with any person or entity to participate in a distribution of the old notes;

(4) neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Company. Upon request by the Company, the undersigned or such beneficial owner will deliver to the Company a legal opinion confirming it is not such an affiliate;

(5) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the exchange offer for the purpose of distributing the new notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the new notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

(6) a secondary resale transaction described in clause (5) above and any resales of new notes or interests therein obtained by such holder in exchange for old notes or interests therein originally acquired by such holder directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; and

(7) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

The undersigned may, IF AND ONLY IF UNABLE TO MAKE ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN CLAUSES (1)-(7) ABOVE, elect to have its old notes registered in the shelf registration described in the Registration Rights Agreement, dated April 5, 2011, among the Company, Kennedy-Wilson Holdings, Inc., certain subsidiaries of the Company signatories thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, in the form filed as exhibit 4.2 to Kennedy-Wilson Holding, Inc.’s Form 8-K filed with the SEC on April 7, 2011 (the “First Registration Rights Agreement”) and the Registration Rights Agreement, dated April 12, 2011, among the Company, Kennedy-Wilson Holdings, Inc., certain subsidiaries of the Company signatories thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in the form filed as exhibit 4.1 to Kennedy-Wilson Holding, Inc.’s Form 8-K filed with the SEC on April 13, 2011 (the “Second Registration Rights Agreement,” and, together with the First Registration Rights Agreement, the “Registration Rights Agreements”). Such election may be made by checking a box under “Special Issuance Instructions” below. By making such election, the undersigned agrees, as a holder of restricted securities participating in a shelf registration, severally and not jointly, to indemnify and hold harmless the Company, the directors and officers of the Company and each person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act against any and all losses, claims, damages, liabilities and judgments caused by (1) any untrue statement or alleged untrue

 

6

statement of any material fact contained in the shelf registration statement filed with respect to such old notes or the prospectus or in any amendment thereof or supplement thereto or (2) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, claim, damage, liability or judgment arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein based on information relating to the undersigned furnished to the Company in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreements, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Rights Agreements is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreements.

If the undersigned is a broker-dealer that will receive new notes for its own account in exchange for old notes, it represents that the old notes to be exchanged for the new notes were acquired by it for its own account as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes; however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer and old notes held for its own account were not acquired as a result of market-making or other trading activities, such old notes cannot be exchanged pursuant to the exchange offer.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

Tendered old notes may be withdrawn at any time prior to 5:00 p.m., New York City time on                              , or on such later date or time to which the Company may extend the exchange offer.

Unless otherwise indicated herein under the box entitled “Special Issuance Instructions” below, new notes, and old notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, new notes, and old notes not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of new notes, the exchange agent will credit the account maintained by DTC with any old notes not tendered. The Company has no obligation pursuant to the “Special Issuance Instructions” to transfer any old notes from the name of the registered holder thereof if the Company does not accept for exchange any of the principal amount at maturity of such old notes so tendered.

The new notes will bear interest from the date of original issuance of the old notes or, if interest has already been paid on the old notes, from the date interest was most recently paid. Interest on the old notes accepted for exchange will cease to accrue upon the issuance of the new notes.

 

7

PLEASE SIGN HERE

(To Be Completed By All Tendering Holders of Old Notes)

This letter of transmittal must be signed by the registered holder(s) of old notes exactly as their name(s) appear(s) on certificate(s) for old notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Company or the trustee for the old notes to comply with the restrictions on transfer applicable to the old notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the exchange agent of such person’s authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the old notes, then the registered holder(s) must sign a valid power of attorney.

 

X  

 

X  

 

  Signature(s) of Holder(s) or Authorized Signatory

 

Dated:  

 

 

Name(s):   

 

Capacity:   

 

Address:   

 

 

(Zip Code)

 

Area Code and Telephone No.:  

 

GUARANTEE OF SIGNATURE(S)

(If required — see Instructions 2 and 5 below)

Certain Signatures Must Be Guaranteed by a Signature Guarantor

 

 

(Name of Signature Guarantor Guaranteeing Signatures)

 

 

(Address (including zip code) and Telephone Number (including area code) of Firm)

 

 

(Authorized Signature)

 

 

(Printed Name)

 

 

(Title)

 

Dated:  

 

 

8

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 4 through 7)

To be completed ONLY if (1) certificates for old notes in a principal amount at maturity not tendered are to be issued in the name of, or new notes issued pursuant to the exchange offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled “Description of old notes” within this letter of transmittal, (2) old notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above or (3) new notes issued pursuant to the exchange offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above.

Issue:

¨ New notes, to:

¨ Old notes, to:

 

Name(s)  

 

Address  

 

Telephone Number:  

 

 

 

(Tax Identification or Social Security Number)

DTC Account Number:                     

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 4 through 7)

To be completed ONLY if certificates for old notes in a principal amount at maturity not tendered, or new notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the box entitled “Description of Old notes” within this letter of transmittal.

Deliver:

¨ New notes, to:

¨ Old notes, to:

 

Name(s)   

 

Address   

 

Telephone Number:   

 

 

9

 

 

(Tax Identification or Social Security Number)

Is this a permanent address change? (check one box)

¨ Yes

¨ No

 

10

INSTRUCTIONS TO LETTER OF TRANSMITTAL

(Forming part of the terms and conditions of the Exchange Offer)

1. DELIVERY OF THE LETTER OF TRANSMITTAL AND OLD NOTES. The letter of transmittal is to be completed by holders of the Company’s outstanding privately placed and unregistered 8.750% Senior Notes due 2019 (the “old notes”) if certificates representing such old notes are to be forwarded herewith, or, unless an agent’s message is utilized, if tender is to be made by book-entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Procedures for Tendering Outstanding Notes.” For a holder to properly tender old notes pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent’s message in the case of a book entry transfer, must be received by the exchange agent at its address set forth herein on or prior to the Expiration Date, and either (1) certificates representing such old notes must be received by the exchange agent at its address, or (2) such old notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under “The Exchange Offer—Book-Entry Delivery Procedures” and a book-entry confirmation must be received by the exchange agent on or prior to the Expiration Date. A holder who desires to tender old notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose old notes are not immediately available must comply with the guaranteed delivery procedures discussed below.

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY OLD NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENTS TO THE COMPANY.

If a holder desires to tender old notes pursuant to the exchange offer and (1) certificates representing such old notes are not immediately available, (2) time will not permit such holder’s letter of transmittal, certificates representing such old notes or other required documents to reach the exchange agent on or prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the Expiration Date, such holder may nevertheless tender such old notes with the effect that such tender will be deemed to have been received on or prior to the Expiration Date if the guaranteed delivery procedures set forth in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures” are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible guarantor institution (as defined below), (2) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Company herewith, or an agent’s message with respect to a guaranteed delivery that is accepted by the Company, must be received by the exchange agent on or prior to the Expiration Date, and (3) the certificates for the tendered old notes, in proper form for transfer (or a book-entry confirmation of the transfer of such old notes into the exchange agent’s account at DTC as described in the prospectus), together with a letter of transmittal (or manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, must be received by the exchange agent within three New York Stock Exchange trading days after the Expiration Date.

 

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The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery. For old notes to be properly tendered pursuant to the guaranteed delivery procedure, the exchange agent must receive a notice of guaranteed delivery prior to the Expiration Date. As used herein and in the prospectus, an “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the old notes and new notes (as defined below, together with the old notes, the “notes”), which requirements include membership or participation in the Security Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

2. GUARANTEE OF SIGNATURES. Signatures on the letter of transmittal must be guaranteed by a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program or by an eligible guarantor institution unless the old notes tendered hereby are tendered (1) by a registered holder of old notes (or by a participant in DTC whose name appears on a security position listing as the owner of such old notes) who has signed the letter of transmittal and who has not completed any of the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or (2) for the account of an eligible guarantor institution. If the old notes are registered in the name of a person other than the signer of the letter of transmittal or if old notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder or if old notes not tendered are to be sent to someone other than the registered holder, then the signature on the letter of transmittal accompanying the tendered old notes must be guaranteed as described above. Beneficial owners whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender old notes. See “The Exchange Offer—Procedures for Tendering Outstanding Notes” in the prospectus.

3. WITHDRAWAL OF TENDERS. Tenders of old notes may be withdrawn at any time on or prior to the Expiration Date. For a withdrawal of tendered old notes to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be received by the exchange agent on or prior to the Expiration Date at its address set forth on the cover of the letter of transmittal. Any such notice of withdrawal must (1) specify the name of the person who tendered the old notes to be withdrawn, (2) identify the old notes to be withdrawn, including the certificate number or numbers shown on the particular certificates evidencing such old notes (unless such old notes were tendered by book-entry transfer), the aggregate principal amount at maturity represented by such old notes and the name of the registered holder of such old notes, if different from that of the person who tendered such old notes, (3) be signed by the holder of such old notes in the same manner as the original signature on the letter of transmittal by which such old notes were tendered (including any required signature guarantees), or be accompanied by (i) documents of transfer sufficient to have the trustee register the transfer of the old notes into the name of the person withdrawing such notes, and (ii) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder (unless the old notes were tendered by book entry transfer), and (4) specify the name in which any such old notes are to be registered, if different from that of the registered holder. If the old notes were tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering—Book-Entry Transfer” in the prospectus, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of old notes and must otherwise comply with the procedures of DTC. If the old notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written or facsimile notice of such withdrawal even if physical release is not yet effected.

Any permitted withdrawal of old notes may not be rescinded. Any old notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. However, properly

 

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withdrawn old notes may be retendered by following one of the procedures described in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes” at any time prior to the Expiration Date.

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. Neither the Company, any affiliates of the Company, the exchange agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

4. PARTIAL TENDERS. Tenders of old notes pursuant to the exchange offer will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount at maturity of any old notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount at maturity tendered in the last column of the box entitled “Description of Old Notes” in the letter of transmittal. The entire principal amount at maturity represented by the certificates for all old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount at maturity of all old notes held by the holder is not tendered, new certificates for the principal amount at maturity of old notes not tendered and the Company’s new 8.750% Senior Notes due 2019 (the “new notes”) issued in exchange for any old notes tendered and accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on the letter of transmittal (see Instruction 6), as soon as practicable following the Expiration Date.

5. SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If the letter of transmittal is signed by the registered holder(s) of the old notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If the letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the old notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the old notes.

If any of the old notes tendered hereby are owned of record by two or more joint owners, all such owners must sign the letter of transmittal.

If any tendered old notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of the letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

If the letter of transmittal is signed by the holder, and the certificates for any principal amount at maturity of old notes not tendered are to be issued (or if any principal amount at maturity of old notes that is not tendered is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the account of DTC of the registered holder, and new notes exchanged for old notes in connection with the exchange offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered old notes nor provide a separate bond power. In any other case (including if the letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for old notes tendered or transmit a separate properly completed bond power with the letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such old notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of old notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor

 

13

institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Company or the trustee for the original old notes may require in accordance with the restrictions on transfer applicable to the old notes. See Instruction 2.

Endorsements on certificates for old notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing the letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

If the letter of transmittal or any certificates representing old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the exchange agent, in its sole discretion, of their authority so to act must be submitted with the letter of transmittal.

6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate in the applicable box or boxes the name and address to which old notes for principal amounts at maturity not tendered or new notes exchanged for old notes in connection with the exchange offer are to be issued or sent, if different from the name and address of the holder signing the letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that old notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no instructions are given, old notes not tendered will be returned to the registered holder of the old notes tendered. For holders of old notes tendered by book-entry transfer, old notes not tendered will be returned by crediting the account at DTC designated in the letter of transmittal.

7. TAXPAYER IDENTIFICATION NUMBER AND IRS FORM W-9. Each tendering holder should provide the exchange agent with its correct taxpayer identification number, which, in the case of a holder who is an individual, is his or her social security number. If the exchange agent is not provided with the correct taxpayer identification number or an adequate basis for an exemption, the holder may be subject to backup withholding in an amount equal to up to 28% of any reportable payments made with respect to the notes and a $50 penalty imposed by the Internal Revenue Service. If withholding results in an over-payment of taxes, a refund may be obtained.

To prevent backup withholding on any reportable payments, each holder must provide such holder’s correct taxpayer identification number by completing the IRS Form W-9 set forth herein, certifying that the taxpayer identification number provided is correct (or that such holder is awaiting a taxpayer identification number), and that (1) such holder is exempt from backup withholding, (2) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (3) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. See the instructions to the enclosed IRS Form W-9.

Certain holders (including, among others, certain non-United States individuals) are exempt from these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder that is a U.S. person (as defined in the instructions to the IRS Form W-9) should provide its correct taxpayer identification number and check the “Exempt payee” box on the IRS Form W-9. In order for a non-U.S. person to qualify as exempt, such person must submit an appropriate IRS Form W-8. IRS Forms W-8 may be obtained from the Internal Revenue Service website at www.irs.gov or from the exchange agent.

The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligation regarding backup withholding.

 

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8. TRANSFER TAXES. The Company will pay all transfer taxes, if any, required to be paid by the Company in connection with the exchange of the old notes for the new notes. If, however, new notes, or old notes for principal amounts at maturity not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the old notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. If any certificate representing old notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the exchange agent at the address indicated in the letter of transmittal. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. The letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

10. IRREGULARITIES. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of old notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right, in its sole and absolute discretion, to reject any or all tenders of any old notes determined by it not to be in proper form or the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion subject to applicable law, to waive or amend any of the conditions of the exchange offer for all holders of old notes or to waive any defects or irregularities of tender for any old notes. The Company’s interpretations of the terms and conditions of the exchange offer (including, without limitation, the instructions in the letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as the Company shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such old notes shall not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless such holders have otherwise provided herein, promptly following the Expiration Date. None of the Company, any of its affiliates, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification.

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, the letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent at the address and telephone number set forth in the letter of transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

IMPORTANT: THE LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY-CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

 

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Print or type

See Specific Instructions on page 2.

 

 

Form W-9

(Rev. October 2007)

Department of the Treasury

Internal Revenue Service

   

Request for Taxpayer

Identification Number and Certification

  

Give form to the

requester. Do not

send to the IRS.

  

Name (as shown on your income tax return)

 

  

Business name, if different from above

 

  

Check appropriate box:  ¨  Individual/sole proprietor  ¨  Corporation  ¨  Partnership

 

¨  Limited liability company. Enter the tax classification (D=disregard entity, C=corporation, P=partnership)    u. . . . . .

 

¨  Other (see instructions)    u

   

¨  Exempt            

payee

  

Address (number, street, and apt or suite no.)

 

   

 

Requester’s name and address

(optional)

  

City, state, and ZIP code

 

  

List account number(s) here (optional)

 

 

 

Part I Taxpayer Identification Number (TIN)

 

 

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

 

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

    Social security number
              
              
     

 

or

 

   
   Employer identification number
            
            
              

 

 

Part II Certification

 

 

Under penalties of perjury, I certify that:

 

1.      The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

 

2.      I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

 

3.      I am a U.S. citizen or other U.S. person (defined below).

 

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4.

 

 

Sign

Here

   

 

Signature of

U.S. person    u

    Date    u

 

 

Cat. No. 10231X    Form W-9 (Rev. 10-2007)

 

Form W-9 (Rev 10-2007)    Page 17

 

 

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

 

•  

An individual who is a U.S. citizen or U.S. resident alien,

 

•  

A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

 

•  

An estate (other than a foreign estate), or

 

•  

A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

 

 

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Form W-9 (Rev 10-2007)    Page 18

 

 

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

 

•  

The U.S. owner of a disregarded entity and not the entity,

 

•  

The U.S. grantor or other owner of a grantor trust and not the trust, and

 

•  

The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.

For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

 

 

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Form W-9 (Rev 10-2007)    Page 19

 

 

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the business name, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

 

IF the payment is for . . .

  

THEN the payment is exempt for . . ..

Interest and dividend payments   All exempt payees except for 9
Broker transactions   Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends   Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,0001   Generally, exempt payees 1 through 7

 

1

See Form 1099-MISC, Miscellaneous Income, and its instructions.

2

However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

 

 

19

 

Form W-9 (Rev 10-2007)    Page 20

 

 

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number to Give the Requester

 

For this type of account:

   

Give name and SSN of:

1.

   Individual    The individual

2.

   Two or more individuals (joint account)    The actual owner of the account or, if combined funds, the first individual on the account1

3.

   Custodian account of a minor (Uniform Gift to Minors Act)    The minor2

4.

   a. The usual revocable savings trust (grantor is also trustee)    The grantor-trustee1
  b. So-called trust account that is not a legal or valid trust under state law    The actual owner1

5.

   Sole proprietorship or disregarded entity owned by an individual    The owner3

For this type of account:

   

Give name and EIN of:

6.

   Disregarded entity not owned by an individual    The owner

7.

   A valid trust, estate, or pension trust    Legal entity4

8.

   Corporate or LLC electing corporate status on Form 8832    The corporation

9.

   Association, club, religious, charitable, educational, or other tax-exempt organization    The organization

10.

   Partnership or multi-member LLC    The partnership

11.

   A broker or registered nominee    The broker or nominee

12.

   Account with the Department of Agriculture in the name of a public entity (such as a state o local government, school district, or prison) that receives agricultural program payments    The public entity

 

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
2 Circle the minor’s name and furnish the minor’s SSN.
3 You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

 

•  

Protect your SSN,

 

•  

Ensure your employer is protecting your SSN, and

 

•  

Be careful when choosing a tax preparer.

Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).

Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.

 

 

20

 

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

 

 

Cat. No. 10231X    Form W-9 (Rev. 10-2007)
 EX-99.2 54 d235317dex992.htm FORM OF NOTICE OF GUARANTEED DELIVERY Form of Notice of Guaranteed Delivery

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

For Tender Of Any And All Outstanding

8.750% Senior Notes due 2019

of

KENNEDY-WILSON, INC.

Pursuant to the Prospectus Dated                              

 

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                              , UNLESS EXTENDED (THE “EXPIRATION DATE”).

The Exchange Agent for the Exchange Offer is:

WILMINGTON TRUST, NATIONAL ASSOCIATION

 

By Hand, Overnight Delivery or Mail

(Registered or Certified Mail Recommended):

   

By Facsimile Transmission

(for eligible institutions only):

Wilmington Trust, National Association

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

Attention: Sam Hamed

   

(302) 636-4139

Attention: Sam Hamed

 

Fax cover sheets should provide a call back number

and request a call back, upon receipt.

  

Confirm receipt by calling:

(302) 636-6181

This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the exchange offer (as defined below) if (1) certificates for Kennedy-Wilson, Inc.’s 8.750% Senior Notes due 2019 (the “old notes”) are not immediately available, (2) old notes, the letter of transmittal, and all other required documents cannot be delivered to the exchange agent prior to the Expiration Date, or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the Expiration Date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand, or overnight courier to the exchange agent prior to the Expiration Date. See “The Exchange Offer—Guaranteed Delivery Procedures” in the prospectus.

Transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above or delivery of this notice of guaranteed delivery to an address other than as set forth above will not constitute a valid delivery.

This notice of guaranteed delivery is not to be used to guarantee signatures. If an “eligible institution” is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Kennedy-Wilson, Inc. (the “Company”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of old notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.” The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to the Company with respect to the old notes tendered pursuant to the exchange offer.

The undersigned understands that tenders of the old notes will be accepted only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The undersigned also understands that tenders of the old notes pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal of a tender of old notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under “The Exchange Offer—Withdrawal Rights.”

The undersigned understands that the exchange of any of the Company’s new 8.750% Senior Notes due 2019 (the “new notes”) for old notes will be made only after timely receipt by the exchange agent of (1) the certificates of the tendered old notes, in proper form for transfer (or a book-entry confirmation of the transfer of such old notes into the exchange agent’s account at The Depository Trust Company), and (2) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent’s message), within three New York Stock Exchange, Inc. trading days after the Expiration Date.

All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE

 

X  

 

X  

 

 

Signature(s) of Registered Holder(s) or Authorized

Signatory

Name(s) of Registered Holder(s):

 

Series and Principal Amount of Old notes Tendered*:

 

Certificate No.(s) of Old notes (if available):

 

* Must be in denominations of $2,000 and integral

multiples of $1,000 in excess thereof.

Date:  

 

Address:  

 

 

Area Code and Telephone No.:  

 

 

 

If old notes will be delivered by book-entry transfer, provide information below:

 

Name of Tendering Institution:  

 

Depository Account No. with DTC:  

 

Transaction Code Number:  

 

 

 

2

DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT’S MESSAGE.

This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for old notes or on a security position listing as the owner of old notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

PLEASE PRINT NAME(S) AND ADDRESS(ES)

 

Name(s):  

 

 

Capacity:

  

 

Address(es):

  

 

 

 

 

3

THE GUARANTEE BELOW MUST BE COMPLETED

GUARANTEE

(Not to be used for Signature Guarantee)

The undersigned, an “eligible guarantor institution” meeting the requirements of the registrar for the old notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the old notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees that the old notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Guaranteed Delivery Procedures”), and that the exchange agent will receive (a) such old notes, or a book-entry confirmation of the transfer of such old notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange, Inc. trading days after the Expiration Date.

The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and old notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.

 

Name of Firm:  

 

Authorized Signature:  

 

Title:  

 

Address:  

 

Area Code and Telephone Number:  

 

Dated:  

 

 

 

4

EX-99.3 55 d235317dex993.htm FORM OF LETTER TO DTC PARTICIPANTS Form of Letter to DTC Participants

Exhibit 99.3

LETTER TO DTC PARTICIPANTS REGARDING THE OFFER TO EXCHANGE

ANY AND ALL OUTSTANDING 8.750% SENIOR NOTES DUE 2019

FOR

8.750% SENIOR NOTES DUE 2019

OF

KENNEDY-WILSON, INC.

PURSUANT TO THE PROSPECTUS DATED                              

144A CUSIP: 489399 AB1

REG S CUSIP: U48968AA6

 

 

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                              , UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

To Securities Dealers, Commercial Banks

Trust Companies and Other Nominees:

Enclosed for your consideration is a Prospectus dated                               (the “Prospectus”) and a Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), to exchange up to $250,000,000 in aggregate principal amount of its 8.750% Senior Notes due 2019 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal aggregate principal amount of its outstanding 8.750% Senior Notes due 2019, issued and sold in a transaction exempt from registration under the Securities Act (the “Old Notes”), upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

We are asking you to contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Old Notes registered in their own name.

Enclosed are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients;

3. The Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the Old Notes and all other required documents cannot be delivered to the Exchange Agent prior to the Expiration Date; and

4. A form of letter that may be sent to your clients for whose accounts you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the Exchange Offer.

DTC participants will be able to execute tenders through the DTC Automated Tender Offer Program.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                              , unless extended by the Company. We urge you to contact your clients as promptly as possible.

You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.

Additional copies of the enclosed material may be obtained form the Exchange Agent, at the address and telephone numbers set forth below.

Very truly yours,

Wilmington Trust, National Association

c/o Wilmington Trust Company

Attention: Sam Hamed

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-1626

 

 

Nothing herein or in the enclosed documents shall constitute you or any person as an agent of the Company or the Exchange Agent, or authorize you or any other person to make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus and the Letter of Transmittal.

EX-99.4 56 d235317dex994.htm FORM OF LETTER TO BENEFICIAL HOLDERS Form of Letter to Beneficial Holders

Exhibit 99.4

LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE

ANY AND ALL 8.750% SENIOR NOTES DUE 2019

FOR

8.750% SENIOR NOTES DUE 2019

OF

KENNEDY-WILSON, INC.

PURSUANT TO THE PROSPECTUS DATED                              

144A CUSIP: 489399 AB1

REG S CUSIP: U48968AA6

 

 

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                              , UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

To Our Clients:

Enclosed for your consideration is a Prospectus dated                               (the “Prospectus”) and a Letter of Transmittal (the “Letter of Transmittal”) that together constitute the offer (the “Exchange Offer”) by Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), to exchange up to $250,000,000 of its 8.750% Senior Notes due 2019 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal aggregate principal amount of its outstanding 8.750% Senior Notes due 2019, issued and sold in a transaction exempt from registration under the Securities Act (the “Old Notes”), upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer. Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.

These materials are being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. A tender of any Old Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Old Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish us to tender any or all of your Old Notes, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Old Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on                              . Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

If you wish to have us tender any or all of your Old Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Old Notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS TO REGISTERED HOLDER

FROM BENEFICIAL OWNER

OF 8.750% SENIOR NOTES DUE 2019

OF KENNEDY-WILSON, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you to tender the principal amount of Old Notes indicated below held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$            of the Old Notes.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨

To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

$            of the Old Notes.

¨

NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Old Notes, including but not limited to the representations that (i) the undersigned’s principal residence is in the state of (fill in state), (ii) the undersigned is acquiring the New Notes in the ordinary course of business of the undersigned, (iii) the undersigned has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act and at the time of consummation of the Exchange Offer the undersigned will have no such arrangement or understanding, and if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, the distribution of New Notes, (iv) the undersigned acknowledges that any person who is a broker-dealer registered under the Exchange Act or is participating in the Exchange Offer for the purpose of distributing the New Notes must comply with the registration and prospectus delivery requirements of Section 10 of the Securities Act in connection with a secondary resale transaction of the New Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no action letters (See the section of the Prospectus entitled “The Exchange Offer—Purpose and Effect of the Exchange Offer”), (v) the undersigned understands that a secondary resale transaction described in clause (iv) above and any resales of New Notes obtained by the undersigned in exchange for the Old Notes acquired by the undersigned directly from the Company should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, if applicable, of Regulation S-K of the Commission, (vi) the undersigned is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company, (vii) if the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of Section 10 of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering such prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act, and (viii) the undersigned is not acting on behalf of any persons or entities who could not truthfully make the foregoing representations; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Old Notes.

The purchaser status of the undersigned is (check the box that applies):

¨

A “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act)

¨

An “Institutional Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)

¨

A non “U.S. person” (as defined in Regulation S under the Securities Act) that purchased the Old Notes outside the United States in accordance with Rule 904 under the Securities Act

¨

Other (describe)

 

 

SIGN HERE

 

Name of Beneficial Owner(s):

  

 

Signature(s):  

 

Name(s) (please print):  

 

Address:  

 

Principal place of business

(if different from address listed above):

  

 

Telephone Number(s):  

 

Taxpayer Identification or

Social Security Number(s):

  

 

Date:  

 

 

 

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