Exhibit 10.3


 


AMENDMENT
TO AGREEMENT AND PLAN OF MERGER


 


This
AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as
of August 10, 2004 by and among Kite Realty Group Trust, a Maryland real
estate investment trust (the “REIT”), KRG Construction, LLC, an Indiana limited
liability company (the “Limited Liability Company”) and Kite Construction, Inc.
(the “Acquired Company”).


 


WHEREAS,
the REIT, the Limited Liability Company and the Acquired Company have entered
into that certain Agreement and Plan of Merger (the “Merger Agreement”) dated
as of April 5, 2004, pursuant to which, among other things, the Acquired
Company will merge with and into the Limited Liability Company, with the
Limited Liability Company surviving such merger in accordance with the terms of
the Merger Agreement (the “Merger”);


 


WHEREAS,
the REIT, the Limited Liability Company and the Acquired Company desire to
amend the Merger Agreement as provided below to eliminate the provision
purporting to change the name of the Limited Liability Company following the
Merger;


 


WHEREAS,
the Board of Directors of the Acquired Company has approved and adopted the
Merger Agreement, as amended by this Amendment (the “Amended Merger Agreement”)
by unanimous written consent, proposed and recommended that the shareholders of
the Acquired Company approve and adopt the Amended Merger Agreement and
submitted the Amended Merger Agreement for approval and adoption by the
shareholders of the Acquired Company;


 


WHEREAS,
the shareholders of the Acquired Company have approved and adopted the Amended
Merger Agreement by unanimous written consent in accordance with the applicable
provisions of the Indiana Business Corporation Law and the articles of
incorporation and the bylaws of the Acquired Company; and


 


WHEREAS,
the REIT, as sole member of the Limited Liability Company has approved and
adopted the Amended Merger Agreement in accordance with the applicable
provisions of the Indiana Business Flexibility Act and the operating agreement
of the Limited Liability Company.


 


NOW
THEREFORE, for good and valuable consideration and in consideration of the
foregoing, the REIT, the Limited Liability Company and the Acquired Company
agree as follows:


 


1.                                       The Merger Agreement is hereby amended by
deleting from the end of the last sentence of Section 1.1 the following
phrase:


 


“,
and its name shall be changed to “Kite Construction, LLC”


 

















 


 


2.             Except as expressly provided in
this Amendment, the Merger Agreement shall remain unchanged and in full force
and effect.


 


3.                                       This Amendment shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of Indiana.


 


4.                                       This Amendment may be executed in one or more
counterparts, each of which will be deemed an original and all of which shall
constitute one and the same instrument.


 

















 


IN
WITNESS WHEREOF, each of the parties hereto has executed and delivered this
Amendment, or has caused this Agreement to be executed and delivered on its
behalf, as of the date first set forth above.


 


 


	
   

  	
  KITE
  REALTY GROUP TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  DANIEL R. SINK

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  R. Sink

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KRG
  CONSTRUCTION, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  JOHN KITE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John
  Kite

  
	
   

  	
   

  	
  Title:

  	
  President
  and CEO, Kite Realty

  Group Trust, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KITE
  CONSTRUCTION, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  DANIEL R. SINK

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  R. Sink

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer