Exhibit



Exhibit 10.5



JOINDER AGREEMENT 
JOINDER AGREEMENT, dated as of January 22, 2016 (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 Credit Agreement, dated as of December 10, 2015 (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. (the “Borrower”), Kennedy-Wilson Holdings, Inc. (the “Parent”) and certain subsidiaries of the Parent from time to time party thereto as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.
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 or which are contained in any other Loan Document under or in connection herewith, in each case, as they relate to such New Guarantor, 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 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.


LA\4374330.2


Exhibit 10.5



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]




 



Exhibit 10.5



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 9350 CIVIC CENTER DRIVE, LLC
KW HOLIDAY VILLAGE SHOPPING CENTER, LLC
KW RED CLIFF SHOPPING CENTER, LLC
KW TAYLOR YARD 55, LLC
each, as a New Guarantor


By:__________________________
     Name:
     Title:






ACKNOWLEDGED AND AGREED TO:
BANK OF AMERICA, N.A.,
as Administrative Agent


By:_________________________
      Name:
      Title:
KENNEDY-WILSON, INC.,
as the Borrower


By:__________________________
     Name:
     Title:









Exhibit 10.5



ANNEX I
TO JOINDER AGREEMENT
	
				
	Name of Guarantor
	Type of Organization
	Jurisdiction of Incorporation/Organization
	Taxpayer ID

	KW 9350 Civic Center Drive, LLC
	LLC
	Delaware
	46-3905357

	KW Holiday Village Shopping Center, LLC
	LLC
	Delaware
	46-3905222

	KW Red Cliff Shopping Center, LLC
	LLC
	Delaware
	46-3905153

	KW Taylor Yard 55, LLC
	LLC
	Delaware
	46-3905403