Joinder Agreement, dated as of May 12, 2022, among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A
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EX-10.1 5 exhibit101kw-joinderagreem.htm JOINDER AGREEMENT, DATED AS OF MAY 12, 2022 Document
Exhibit 10.1
Execution Copy
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of May 12, 2022 (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 Second Amended and Restated Credit Agreement, dated as of March 25, 2020 (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 certain of 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 EU CAPITAL LLC
KW ETHOS COMMUNITY, LLC
KW ONE TEN PLAZA, LLC
KW ZIA SUNNYSIDE, LLC
KW BEND QOF, LLC
KW THE CHARLI, LLC
KW THE OLIVE, LLC
KW-G MULTIFAMILY VENTURE 1 MANAGER, LLC
KW MW COTTONWOOD, LLC
KENNEDY WILSON PROPERTY SERVICES VII, LLC
KENNEDY WILSON PROPERTY EQUITY VII, LLC
KW MULTIFAMILY 2021, LLC
KW SAN VICENTE BUNGALOWS AND HOTEL 850, LLC
KW ARISTA UPTOWN, LLC
KW SILVER LAKE POOL & INN, LLC
KW ENCINITAS BEACH RESORT, LLC
KW MULTIFAMILY 2022, LLC
KW – G MULTIFAMILY VENTURE 2 MANAGER, LLC
KW – G MULTIFAMILY CO-INVEST, LLC
KW METWEST ON SUNSET, LLC
KW PARK ON 20TH, LLC
KW SAN MATEO ABQ, LLC
KW TIMBERS KAUAI OCEAN CLUB LLC
KW WESTMOOR 7, LLC
KW WESTMOOR 8-10, LLC
KW COPPINS WELL MEMBER, LLC
each as a New Guarantor
By: /s/ In Ku Lee
Name: In Ku Lee
Title: Vice President
[Signature Page to Joinder Agreement]
ACKNOWLEDGED AND AGREED TO:
BANK OF AMERICA, N.A.,
as Administrative Agent
as Administrative Agent
By: /s/ Felicia Brinson
Name: Felicia Brinson
Title: Assistant Vice President
[Signature Page to Joinder Agreement]
KENNEDY-WILSON, INC.,
as the Parent Borrower
as the Parent Borrower
By: /s/ Kent Mouton
Name: Kent Mouton
Title: Vice President
ANNEX I
TO JOINDER AGREEMENT
TO JOINDER AGREEMENT
Name of Guarantor | Type of Organization | Jurisdiction of Organization | Taxpayer ID/ Identification Number | |||||||||||
1. | KW EU Capital LLC | limited liability company | Delaware | 84 ###-###-#### | ||||||||||
2. | KW ETHOS COMMUNITY, LLC | limited liability company | Delaware | 84 ###-###-#### | ||||||||||
3. | KW ONE TEN PLAZA, LLC | limited liability company | Delaware | 84 ###-###-#### | ||||||||||
4. | KW ZIA SUNNYSIDE, LLC | limited liability company | Delaware | 84 ###-###-#### | ||||||||||
5. | KW Bend QOF, LLC | limited liability company | Delaware | 84 ###-###-#### | ||||||||||
6. | KW THE CHARLI, LLC | limited liability company | Delaware | 81 ###-###-#### | ||||||||||
7. | KW THE OLIVE, LLC | limited liability company | Delaware | 46-1595222 | ||||||||||
8. | KW-G Multifamily Venture 1 Manager, LLC | limited liability company | Delaware | 46 ###-###-#### | ||||||||||
9. | KW MW Cottonwood, LLC | limited liability company | Delaware | 86 ###-###-#### |
10. | Kennedy Wilson Property Services VII, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
11. | Kennedy Wilson Property Equity VII, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
12. | KW Multifamily 2021, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
13. | KW San Vicente Bungalows and Hotel 850, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
14. | KW Arista Uptown, LLC | limited liability company | Delaware | 87-1916689 | ||||||||||
15. | KW Silver Lake Pool & Inn, LLC | limited liability company | Delaware | 87-1986278 | ||||||||||
16. | KW Encinitas Beach Resort, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
17. | KW Multifamily 2022, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
18. | KW - G Multifamily Venture 2 Manager, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
19. | KW-G Multifamily Co-Invest, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
20. | KW MetWest on Sunset, LLC | limited liability company | Delaware | 87 ###-###-#### |
21. | KW Park on 20th, LLC | limited liability company | Delaware | 87 ###-###-#### | ||||||||||
22. | KW San Mateo ABQ, LLC | limited liability company | Delaware | 88-0565060 | ||||||||||
23. | KW Timbers Kauai Ocean Club LLC | limited liability company | Delaware | 88-0651275 | ||||||||||
24. | KW Westmoor 7, LLC | limited liability company | Delaware | 20-0315687 | ||||||||||
25. | KW Westmoor 8-10, LLC | limited liability company | Delaware | 20-0315687 | ||||||||||
26. | KW COPPINS WELL MEMBER, LLC | limited liability company | Delaware | 87 ###-###-#### |