Exhibit 10.5


 


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 Development, LLC, an
Indiana limited liability company (the “Limited Liability Company”) and Kite
Development Corporation (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 Development, 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/ JOHN A. KITE

  	
   

  
	
   

  	
  Name:

  	
  John A. Kite

  
	
   

  	
  Title:

  	
  President and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  KRG
  DEVELOPMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN A. KITE

  	
   

  
	
   

  	
  Name:

  	
  John A. Kite

  
	
   

  	
  Title:

  	
  President and CEO, Kite Realty

  Group Trust, its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KITE
  DEVELOPMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN A. KITE

  	
   

  
	
   

  	
  Name:

  	
  John A. Kite

  
	
   

  	
  Title:

  	
  Officer