EX-4.21 2 kbh-11302018x10kexhibit421.htm KB HOME - TENTH SUPPLEMENTAL INDENTURE
EXHIBIT 4.21

KB HOME,
Company,
THE EXISTING GUARANTORS PARTY HERETO,
Guarantors,
KB HOME JACKSONVILLE LLC
Additional Guarantor,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
_______________
TENTH SUPPLEMENTAL INDENTURE
_______________
Dated as of January 22, 2019

THIS TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”) is dated as of January 22, 2019 and is executed by and among KB Home, a Delaware corporation (“Company”), the Existing Guarantors (as defined below) and KB HOME Jacksonville LLC, a Delaware limited liability company (“Additional Guarantor”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America (successor in interest to SunTrust Bank), as Trustee (the “Trustee”).
RECITALS:
WHEREAS, the Company, the guarantors party thereto and the Trustee have heretofore executed and delivered an Indenture dated as of January 28, 2004 (the “Original Indenture”), providing for the issuance by the Company from time to time of its Securities (as defined in the Original Indenture), a First Supplemental Indenture dated as of January 28, 2004 (the “First Supplemental Indenture”), a Second Supplemental Indenture dated as of June 30, 2004 (the “Second Supplemental Indenture”), a Third Supplemental Indenture dated as of May 1, 2006 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of November 9, 2006 (the “Fourth Supplemental Indenture”), a Fifth Supplemental Indenture dated as of August 17, 2007 (the “Fifth Supplemental Indenture”), a Sixth Supplemental Indenture dated as of January 30, 2012 (the “Sixth Supplemental Indenture”), a Seventh Supplemental Indenture dated as of January 11, 2013 (the “Seventh Supplemental Indenture”), an Eighth Supplemental Indenture dated as of March 12, 2013 (the “Eighth Supplemental Indenture”) and a Ninth Supplemental Indenture dated as of February 28, 2014 (the “Ninth Supplemental Indenture”); the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and this Tenth Supplemental Indenture, is hereinafter called the “Indenture”, which term shall include the terms and provisions of each series of Securities established from time to time pursuant to Section 301 of the Original Indenture;
WHEREAS, pursuant to Articles Two and Three of the Original Indenture, the Company has established (i) by an Officers’ Certificate and Guarantor’s Officers’ Certificate, dated as of February 7, 2012, the form and terms of a series of the Company’s Securities designated the “8.00% Senior Notes due 2020” (“2020 Notes”), (ii) by an Officers’ Certificate and Guarantor’s Officers’ Certificate, dated as of July 31, 2012, the form and terms of a series of the Company’s Securities designated the “7.5% Senior Notes due 2022” (“2022 Notes”), (iii) by an Officers’ Certificate and Guarantor’s Officers’ Certificate, dated as of January 29, 2013, the form and terms of a series of the Company’s Securities designated the “1.375% Convertible Senior Notes due 2019” (“2019 Convertible Notes”), (iv) by an Officers’ Certificate and Guarantor’s Officers’ Certificate, dated as of October 29, 2013, the form and terms of a series of the Company’s Securities designated the “7.000% Senior Notes due 2021” (“2021 Notes”), (v) by an Officers’ Certificate and Guarantor’s Officers’ Certificate, dated as of March 25, 2014, the form and terms of a series of the Company’s Securities designated the “4.75% Senior Notes due 2019” (“2019 Notes”), and (vi) by an Officers’ Certificate and Guarantor’s Officers’ Certificate, dated as of February 17, 2015, the form and terms of a series of the Company’s Securities designated the “7.625% Senior Notes due 2023” (“2023 Notes”; and, together with the 2020 Notes, the 2022
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Notes, the 2019 Convertible Notes, the 2021 Notes and the 2019 Notes, “Senior Notes”) (the Officers’ Certificates and Guarantor’s Officers’ Certificates referred to in clauses (i), (ii), (iii), (iv), (v) and (vi) of this paragraph are hereinafter called, together, “Existing Certificates”);
WHEREAS, concurrently with the execution and delivery of this Tenth Supplemental Indenture, the Additional Guarantor is, pursuant to an Instrument of Joinder to the Subsidiary Guaranty (“Joinder”), guaranteeing the obligations of the Company under that certain Second Amended and Restated Revolving Loan Agreement, dated as of July 27, 2017, between the Company, the banks party thereto and Citibank, N.A. as Administrative Agent, as may be amended from time to time (“Revolving Loan Agreement”; and the date of the Joinder’s effectiveness, “Effective Date”);
WHEREAS, prior to the execution and delivery of this Tenth Supplemental Indenture, KB HOME Tampa LLC, a Delaware liability company, was released from its guarantee of the Revolving Loan Agreement and, accordingly, automatically and unconditionally released and discharged from all of its obligations under the Indenture and its Guarantee pursuant to Section 1613(1) of the Original Indenture;
WHEREAS, the Company, the Existing Guarantors and the Additional Guarantor wish to amend and supplement the Indenture to provide for the Additional Guarantor to become a Guarantor under the Indenture and to guarantee the obligations of the Company under the Indenture and the Securities (including, without limitation, the Senior Notes) issued thereunder from time to time and any Coupons appertaining thereto, and otherwise to modify the Indenture on the terms set forth in this Tenth Supplemental Indenture; and
WHEREAS, the Company has by Company Order dated the date hereof instructed the Trustee to execute and deliver this Tenth Supplemental Indenture pursuant to the terms of the Original Indenture, and all requirements necessary to make this Tenth Supplemental Indenture a valid instrument in accordance with its terms have been performed and the execution and delivery of this Tenth Supplemental Indenture have been duly authorized in all respects by the Company, each of the Existing Guarantors and the Additional Guarantor.
NOW, THEREFORE, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Existing Guarantors, the Additional Guarantor and the Trustee mutually covenant and agree for the equal and proportionate benefit of the Holders (as defined in the Original Indenture) of the Securities or any series thereof and any Coupons, as follows:
SECTION 1. Definitions.
(a) Terms used herein and not defined herein have the meanings ascribed to such terms in the Original Indenture.
(b) As used in this Tenth Supplemental Indenture, the terms “2020 Notes,” “2022 Notes,” “2019 Convertible Notes,” “2021 Notes,” “2019 Notes,” “2023 Notes,” “Additional Guarantor,” “Existing Certificates,” “Joinder,” “Effective Date,” “Original Indenture,” “First
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Supplemental Indenture,” “Second Supplemental Indenture,” “Third Supplemental Indenture,” “Fourth Supplemental Indenture,” “Fifth Supplemental Indenture,” “Sixth Supplemental Indenture,” “Seventh Supplemental Indenture,” “Eighth Supplemental Indenture,” “Ninth Supplemental Indenture,” “Tenth Supplemental Indenture,” “Indenture,” “Senior Notes,” “Trustee” and “Company” have the meanings specified in the recitals hereto and in the paragraph preceding such recitals; and the term “Existing Guarantors” means KB HOME Coastal Inc., KB HOME Greater Los Angeles Inc., KB HOME Sacramento Inc., and KB HOME South Bay Inc., each a California corporation, and KB HOME Las Vegas Inc. and KB HOME Reno Inc., each a Nevada corporation, and KB HOME Colorado Inc., a Colorado corporation, and KB HOME Lone Star Inc. and KBSA, Inc., each a Texas corporation, and KB HOME Phoenix Inc. and KB HOME Tucson Inc., each an Arizona corporation, and KB HOME Florida LLC, KB HOME Fort Myers LLC and KB HOME Treasure Coast LLC, each a Delaware limited liability company.
SECTION 2. Guarantee. The parties hereto covenant and agree that, from and after the Effective Date:
(a) the Additional Guarantor shall be a Guarantor under the Indenture as if the Additional Guarantor was an original signatory thereto and an original Guarantor named therein;
(b) without limitation of the other provisions of this Section 2, the Additional Guarantor shall be a Guarantor under the Indenture with respect to all of the Securities issued and outstanding thereunder from time to time (including, without limitation, the Senior Notes) and any Coupons appertaining thereto on and subject to the terms and provisions of the Indenture (including, without limitation, the terms and provisions of the Existing Certificates);
(c) without limitation of the other provisions of this Section 2, the Additional Guarantor agrees that the Indenture constitutes a valid and binding obligation of the Additional Guarantor, enforceable against the Additional Guarantor in accordance with its terms;
(d) without limitation of the other provisions of this Section 2, the Additional Guarantor agrees to perform and to comply with all of the covenants and agreements of a Guarantor in the Indenture and each of the Existing Certificates, in each case as if the Additional Guarantor were an original signatory thereto and an original Guarantor named therein; and
(e) without limitation of the other provisions of this Section 2, the Existing Guarantors hereby affirm their Guarantees and obligations under the Indenture.
SECTION 3. Governing Law; Tenth Supplemental Indenture. This Tenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said State. The terms and conditions of this Tenth Supplemental Indenture shall be, and be deemed to be, part of the terms and conditions of the Indenture for any and all purposes. Other than as amended and supplemented by this Tenth Supplemental Indenture, the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture,
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the Eighth Supplemental Indenture and the Ninth Supplemental Indenture, is in all respects ratified and confirmed.
SECTION 4. Acceptance by Trustee. Subject to Section 7 hereof, the Trustee hereby accepts this Tenth Supplemental Indenture and agrees to perform the same upon the terms and conditions set forth in the Indenture.
SECTION 5. Counterparts. This Tenth Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
SECTION 6. Headings. The headings of this Tenth Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 7. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company, the Existing Guarantors and the Additional Guarantor and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Tenth Supplemental Indenture, except as to its validity with respect to the Trustee.
SECTION 8. Separability. In case any one or more of the provisions contained in this Tenth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not, to the fullest extent permitted by law, in any way be affected or impaired thereby.
[Signature Page Follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed, and their respective seals to be hereunto affixed, all as of the day and year first above written.

“Company”: | KB HOME
|  | By: | /s/ JEFF J. KAMINSKI
|  |  | Name: | Jeff J. Kaminski
|  |  | Title: | Executive Vice President and Chief Financial Officer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Corporate Secretary |  |  |

“Existing Guarantors”: | KB HOME COASTAL INC., a California corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page - Tenth Supplemental Indenture]

| KB HOME GREATER LOS ANGELES INC., a California corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

| KB HOME SACRAMENTO INC., a California corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page – Tenth Supplemental Indenture]

| KB HOME SOUTH BAY INC., a California corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

| KB HOME RENO INC., a Nevada corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page – Tenth Supplemental Indenture]

| KB HOME LAS VEGAS INC., a Nevada corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

| KB HOME COLORADO INC., a Colorado corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page – Tenth Supplemental Indenture]

| KB HOME LONE STAR INC., a Texas corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

| KBSA INC., a Texas corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page – Tenth Supplemental Indenture]

| KB HOME PHOENIX INC., an Arizona corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

| KB HOME TUCSON INC., an Arizona corporation
|  | By: | /s/ THAD JOHNSON
|  |  | Name: | Thad Johnson
|  |  | Title: | Vice President and Treasurer
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page – Tenth Supplemental Indenture]

| KB HOME FLORIDA LLC, a Delaware limited liability company
|  | By: | /s/ WILLIAM R. HOLLINGER
|  |  | Name: | William R. Hollinger
|  |  | Title: | Vice President and Assistant Secretary
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

| KB HOME FORT MYERS LLC, a Delaware limited liability company
|  | By: KB HOME FLORIDA LLC, a Delaware limited liability company, its sole member
|  | By: | /s/ WILLIAM R. HOLLINGER
|  |  | Name: | William R. Hollinger
|  |  | Title: | Vice President and Assistant Secretary
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page – Tenth Supplemental Indenture]

| KB HOME TREASURE COAST LLC, a Delaware limited liability company
|  | By: KB HOME FLORIDA LLC, a Delaware limited liability company, its sole member
|  | By: | /s/ WILLIAM R. HOLLINGER
|  |  | Name: | William R. Hollinger
|  |  | Title: | Vice President and Assistant Secretary
[SEAL] |

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page – Tenth Supplemental Indenture]

“Additional Guarantors”: | KB HOME JACKSONVILLE LLC, a Delaware limited liability company
|  | By: KB HOME FLORIDA LLC, a Delaware limited liability company, its sole member
|  | By: | /s/ WILLIAM R. HOLLINGER
|  |  | Name: | William R. Hollinger
|  |  | Title: | Vice President and Assistant Secretary
| [SEAL]

Attest: |
/s/ WILLIAM A. (TONY) RICHELIEU |  |
Name: | William A. (Tony) Richelieu |  |  |
Title: | Secretary |  |  |

[Signature Page - Tenth Supplemental Indenture]

“Trustee”: | U.S. BANK NATIONAL ASSOCIATION, as Trustee
|  | By: | /s/ APRIL BRIGHT
|  |  | Name: | April Bright
|  |  | Title: | Assistant Vice President
| [SEAL]

Attest: |
/s/ MARK HALLAM |  |
Name: | Mark Hallam |  |  |
Title: | Assistant Vice President |  |  |

[Signature Page - Tenth Supplemental Indenture]