EXECUTION VERSION
Exhibit 10.54
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of November 13, 2019 (this “Joinder Agreement”), made by the Subsidiaries signatory hereto (each, a “New Guarantor”) in favor of Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred to in that certain Amended and Restated Credit Agreement, dated as of October 20, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Kennedy-Wilson, Inc., a Delaware corporation (the “Parent Borrower”), the Designated Borrowers from time to time party thereto, Kennedy-Wilson Holdings, Inc. and its subsidiaries from time to time party thereto as guarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A. as L/C Issuers.
1.Each New Guarantor, hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, and acknowledges and agrees to:
(a) join the Credit Agreement as a Guarantor, as indicated with its signature below;
(b) be bound by all covenants, agreements and acknowledgments attributable to a Guarantor in the Credit Agreement; and
(c) perform all obligations and duties required of it by the Credit Agreement.
2. Each New Guarantor represents and warrants that the representations and warranties contained in Article V of the Credit Agreement as they relate to such New Guarantor or which are contained in any other Loan Document under or in connection herewith are true and correct in all material respects on and as of the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (i)) after giving effect to such qualification and (iii) that for purposes of this certification, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.
3. The name, type of organization, jurisdiction of incorporation or organization and taxpayer identification number (or, in the case of a Foreign Subsidiary, the true and correct unique identification number that has been issued to such Foreign Subsidiary by its jurisdiction of organization, if any) of each New Guarantor is set forth in Annex I to this Joinder Agreement.
4. This Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.
5. Except as expressly supplemented hereby, the Credit Agreement and the Guaranty shall remain in full force and effect.
6. THIS JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the day and year first above written.
KW 2013EE LLC
KW EU PRS INVESTOR, LLC
KW ROSEWOOD PREMIERE, LLC
KW RIVER POINTE PREMIER, LLC
KW KAWANA SPRINGS, LLC
KW QUEBEC PARTICIPANT, LLC
KW QUEBEC ASSET MANAGER, LLC
KW REAL ESTATE II EQUITY, LLC
KW REAL ESTATE II CARRY, LLC
KW REAL ESTATE II GP, LLC
KW SUNSET CP PARTICIPANT, LLC
KW SUNSET CP ASSET MANAGER, LLC
KW CP WEST HILLS PARTICIPANT, LLC
KW CP WEST HILLS ASSET MANAGER, LLC
KW LINDER ROAD, LLC
KW SEATTLE OFFICE PORTFOLIO GP, LLC
KW CDO INVESTOR, LLC
KW HAMILTON LANDING – LAND, LLC
KW RANCHO MIRAGE LOAN, LLC
KW SUNSET NORTH, LLC
KW HEIGHTS INVESTOR, LLC
KW BURLINGAME POINT LOAN, LLC,
each as a New Guarantor
Name: Kent Mouton
Title: President
ACKNOWLEDGED AND AGREED TO:
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Tiffany Lin
Name: Tiffany Lin
Title: Assistant Vice President
KENNEDY-WILSON, INC.,
as the Parent Borrower
By: /s/ Kent Mouton
Name: Kent Mouton
Title: Vice President
ANNEX I
TO JOINDER AGREEMENT
|
| | | |
Name of
Guarantor | Type of Organization | Jurisdiction of Incorporation/Organization | Taxpayer ID/
Identification Number |
| KW 2013EE LLC | Limited liability company | Delaware | 46-3926730 |
| KW EU PRS Investor, LLC | Limited liability company | Delaware | 46-3926759 |
| KW Rosewood Premiere, LLC | Limited liability company | Delaware | 46-3926828 |
| KW River Pointe Premier, LLC | Limited liability company | Delaware | 46-3926914 |
| KW Kawana Springs, LLC | Limited liability company | Delaware | 46-3926967 |
| KW Quebec Participant, LLC | Limited liability company | Delaware | 46-3927000 |
| KW Quebec Asset Manager, LLC | Limited liability company | Delaware | 46-3927085 |
| KW Real Estate II Equity, LLC | Limited liability company | Delaware | 46-3927126 |
| KW Real Estate II Carry, LLC | Limited liability company | Delaware | 46-3927168 |
| KW Real Estate II GP, LLC | Limited liability company | Delaware | 46-3927224 |
| KW Sunset CP Participant, LLC | Limited liability company | Delaware | 46-3927274 |
| KW Sunset CP Asset Manager, LLC | Limited liability company | Delaware | 46-3927324 |
| KW CP West Hills Participant, LLC | Limited liability company | Delaware | 46-3927382 |
| KW CP West Hills Asset Manager, LLC | Limited liability company | Delaware | 46-3927427 |
| KW Linder Road, LLC | Limited liability company | Delaware | 46-3927471 |
| KW Seattle Office Portfolio GP, LLC | Limited liability company | Delaware | 46-3927557 |
| KW CDO Investor, LLC | Limited liability company | Delaware | 46-3927600 |
| KW Hamilton Landing – Land, LLC | Limited liability company | Delaware | 46-3938712 |
| KW Rancho Mirage Loan, LLC | Limited liability company | Delaware | 46-3938770 |
| KW Sunset North, LLC | Limited liability company | Delaware | 46-3938810 |
| KW Heights Investor, LLC | Limited liability company | Delaware | 81-4189146 |
| KW Burlingame Point Loan, LLC | Limited liability company | Delaware | 81-4189356 |
