Exhibit 10.28


 


OPTION AGREEMENT


(Tarpon Springs Plaza)


 


THIS OPTION AGREEMENT (this “Agreement”) is made as of August 16,
2004 by and among, Kite Realty Group L.P., a Delaware limited partnership
(“Kite Realty”), Brentwood Land Partners, LLC, a Delaware limited liability
company (“Optionor”) and Alvin E. Kite, Jr., John A. Kite, Paul W. Kite and
Thomas K. McGowan (each a “Member” and, collectively, the “Members”). 


 


R
E C I T A L S


 


WHEREAS, Kite Realty, the general partner of which is Kite Realty Group
Trust, a Maryland real estate investment trust (the “REIT”), and the REIT are
engaging in various related transactions pursuant to which, among other things,
(i) Kite Realty will acquire interests in various entities that own or lease
real estate properties in which certain persons affiliated with the REIT,
including the Members, have interests, (ii) the REIT will acquire interests in
certain service businesses currently owned by persons affiliated with the REIT,
including certain of the Members and (iii) the REIT will effect an initial
public offering of its common shares and contribute the proceeds therefrom for
a like number of units of partnership interest in Kite Realty (the
“Kite IPO,” and together with the other transactions described above, the
“Kite IPO Transactions”);


 


WHEREAS, Optionor owns that certain real property as described in Exhibit A
hereto (the “Land”);


 


WHEREAS, each Member currently owns the ownership interest in Optionor
set forth in Exhibit B hereto (each an “Interest” and, collectively, the
“Interests”);


 


WHEREAS, the Property will be (i) managed by KRG Management, LLC, the
sole member of which is the REIT (the “Manager”), pursuant to a separate
property management agreement between Optionor and the Manager (the “Management
Agreement”), and (ii) developed by Kite Realty or an affiliated entity (the
“Developer”) pursuant to a separate development agreement between Optionor and
the Developer (the “Development Agreement”); and


 


WHEREAS, As part of the Kite IPO Transactions, Optionor desires to
grant to Kite Realty an option to acquire (in whole or in legally subdivided
portions) all of (i) Optionor’s interest in the Land and any buildings,
structures, and other improvements situated on the Land or hereinafter
constructed or acquired, (ii) any personal property owned by Optionor,
situated on the Land and used by Optionor in connection with the use, operation
or maintenance of the Property and (iii) any intangible property owned by
Optionor and used solely in connection with the use, operation or maintenance
of the foregoing (the “Property”), on the terms and conditions specified in
this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 
















 


ARTICLE I – THE OPTION


 


1.1                                 Grant
of Option.  Optionor hereby grants to
Kite Realty an option to acquire all right, title and interest of Optionor in
the Property (or any legally subdivided portion thereof) on an “as is” basis
(subject to all matters of record) on the terms and conditions set forth herein
(the “Option”).


 


1.2                                 Commencement
of Option.  Kite Realty shall have
the right to exercise the Option at any time after the date upon which the
Property reaches 85% occupancy until the expiration of the Option pursuant to
Section 1.3.  Notwithstanding the
foregoing, in the event the Kite IPO is not consummated prior to January 1,
2005, this Agreement shall become null and void and no party shall have any
liability to the other parties hereunder with respect to the transactions
contemplated hereby.


 


1.3                                 Expiration
of Option.  Subject to Section 6.1
hereof, the Option shall expire on the fourth anniversary of the date of
commencement of construction of the planned development on the Property (the
“Option Term”).  Optionor shall promptly
notify Kite Realty in writing of such date of commencement.


 


1.4                                 Partial
Exercise of Option.  Kite Realty may
exercise the Option as to the entire Property or (subject to Section 4.1) may,
from time to time throughout the Option Term, elect to acquire one or more
legally subdivided parcels of the Property (each, a “Portion”).  If Kite Realty elects to exercise the Option
with respect to one or more Portions, the remainder of the Property shall
remain subject to the Option; it being understood that the Option shall remain
in effect as to the remaining portion of the Property subject to
Section 6.1 hereof.


 


1.5                                 Consents.  The consummation of the transactions
contemplated by this Agreement is subject to any consents required under the
“Existing Financings” and the “New Financings” (as defined in Section 3.1), and
(a) in the case of the transfer of the Property,  any
other consents required to be obtained prior to the transfer of the Property,
or (b) in the case of the transfer of the Interests pursuant to Section 5.3,
any other consents required to be obtained prior to the transfer of the
Interests.


 


1.6                                 Subordination.  The Option granted by this Agreement and the
rights of Kite Realty hereunder are and shall be subordinate to any Existing
Financings and New Financings.


 


ARTICLE II – PROCESS FOR EXERCISE OF THE
OPTION


 


2.1                                 Exercise.  Subject to Section 1.2 hereof, the Option may
be exercised during the Option Term by delivery of written notice by Kite
Realty to Optionor (the “Exercise Notice”), stating that the Option is
exercised on the terms set forth in this Agreement.  The Exercise Notice shall specify the name of
the First Appraiser (as defined in Section 3.1(a)(ii)) and clearly
identify whether it applies to the entire Property or a Portion.  The date upon which the Exercise Notice is
delivered by Optionor in accordance with this Agreement is hereinafter referred
to as the “Exercise Date.”  If the Option
is timely exercised, subject to Section 3.1(f), the Property or the Portion (as
the case may be) shall be conveyed, and the closing date of such acquisition,
transfer and conveyance (the


 


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“Closing Date”) shall occur
within the later of (a) 15 days after the last day of the month immediately
following the month in which the Exercise Notice is delivered or (b) 45 days
after the determination of the FMV (as defined in Section 3.1) of the Property
(or a Portion, as applicable) at the time in accordance with Section 3.1.  The exercise (or partial exercise) of the
Option is subject to the approval of a majority of the “independent” members of
the Board of Trustees of the REIT (as defined in the REIT’s Amended and
Restated Bylaws), as general partner of Kite Realty. 


 


2.2                                 Inspection.  During the term of this Agreement, Optionor
agrees to permit Kite Realty and Kite Realty’s agents to enter upon the
Property, subject to the rights of any tenants, at reasonable times to make
such surveys, inspections and tests as may reasonably be necessary in
connection with its examination of the Property.  Kite Realty hereby agrees to repair any
damage it or its agents may cause to the Property as a result of any such
inspections or tests or any other related damage caused by Kite Realty or its
agents, and further agrees to indemnify, defend and hold Optionor, Optionor’s
managers and the Members harmless from and against any and all claims, losses,
damages and expenses, including, without limitation, reasonable attorneys’
fees, suffered by Optionor, Optionor’s managers and/or the Members as a direct
result of the entry by Kite Realty or Kite Realty’s agents upon, or acts upon,
the Property in connection with any such inspections or tests or any other
related damage caused by Kite Realty or its agents.


 


2.3                                 Information.  Optionor agrees to permit Kite Realty and its
agents to review all books, records and other documentation reasonably
requested by Kite Realty with respect to Optionor or the Property, which are in
Optionor’s possession and control. 
Optionor will provide (or cause to be provided) a report of the status
of the Property, on a quarterly basis, which report shall include unaudited
financials, the Property’s operating history and Optionor’s current estimate of
historical costs in the Property; it being understood that, to the extent the
Management Agreement remains in effect or Kite Realty or any of its
subsidiaries or affiliated companies is providing administrative services to
Optionor with respect to the Property (including, without limitation,
accounting and record-keeping services), Optionor shall be deemed to have
satisfied its obligation under this Section 2.3 to the extent that the
information requested by this Section 2.3 is available to Kite Realty or such
subsidiaries or affiliated companies pursuant to the Management Agreement or in
connection with the performance of such administrative services, and such
information should be deemed to have been delivered by Optionor to Kite Realty
pursuant to this Section 2.3 (notwithstanding any obligations with respect to
such information – confidential or otherwise – contained in the Management
Agreement or any agreement providing for the performance of such administrative
services).


 


ARTICLE III –
ACQUISITION PROCESS


 


3.1                                 Acquisition Consideration.  


 


(a)                                  The
acquisition consideration to be paid by Kite Realty for the Property or any
Portion thereof (the “Acquisition Consideration”) pursuant to an exercise of
the Option under Section 2.1 shall be equal to the lesser of (i)
Annualized NOI divided by 8.5% or (ii) the fair market value (“FMV”) at the
time, as determined in accordance with this Section 3.1, of the Property or the
Portion, respectively, at the time; provided,
however, that, with respect to the acquisition of a Portion of the Property,
for purposes of this 


 


3
















 


Agreement, the Acquisition
Consideration shall mean an amount equal to the lesser of (i) the Acquisition
Consideration for the entire Property multiplied by the quotient obtained by
dividing (x) the portion of the Annualized NOI attributable to such Portion by
(y) the total Annualized NOI or (ii) the FMV of the Portion.  “Annualized NOI” shall mean the annualized
net operating income for the Property, calculated as follows: the sum of (i)
the net operating income for the Property for the month immediately prior to
the month in which the Exercise Notice is delivered plus (ii) the net operating
income for the Property for the month in which the Exercise Notice is delivered
plus (iii) the net operating income for the Property for the month immediately
following the month in which the Exercise Notice is delivered, annualized.


 


(i)                                     FMV
for this purpose shall mean the price at which a willing buyer would buy, and a
willing seller would sell, the Property or a Portion (as applicable)  in an arms-length transaction assuming the
Property or the Portion (as applicable) is sold in an orderly disposition and
each of the buyer and seller are aware of, and take into account, all relevant
factors which exist at the time.  


 


(ii)                                  In
the Exercise Notice, Kite Realty shall designate an appraiser (the “First
Appraiser”) to determine FMV for the Property or a Portion (as
applicable).  Optionor then shall have 10
days after receiving such notice to designate a second appraiser (the “Second
Appraiser”) by written notice to Kite Realty. 
If Optionor fails to timely designate the Second Appraiser, FMV shall be
determined by the First Appraiser.  The
First Appraiser and the Second Appraiser each shall separately determine FMV in
accordance with Section 3.1(a) and shall provide a detailed written valuation
report to each of Optionor and Kite Realty within 45 days after the last
day for designating the Second Appraiser. 
The designation of the First Appraiser shall be approved by a majority
of the members of the Board of Trustees of the REIT, which majority must
include a majority of “independent” trustees, as defined in the REIT’s Amended
and Restated Bylaws.  If only one
appraiser timely submits a proper valuation report, its FMV determination shall
be final, binding and conclusive for purposes of this Agreement.  If both appraisers timely submit proper
valuation reports, and their FMV determinations vary by 10% or less, FMV shall
be equal to the average of the two FMV determinations.  If both appraisers timely submit proper
valuation reports, and their FMV determinations vary by more than 10%, the two
appraisers shall promptly appoint a third appraiser (the “Third Appraiser”),
which shall independently determine FMV in accordance with Section 3.1(a) and
shall provide a detailed written valuation report to each of Optionor and Kite
Realty within 45 days after its appointment. 
FMV shall then be equal to the average of the two closest FMV
determinations submitted by the three appraisers.  FMV as determined in accordance with
Section 3.1(a) shall be final, binding and conclusive for purposes of this
Agreement.  


 


(iii) In preparing its FMV determination, each appraiser shall be
provided with the same Property-specific source documents and information and
the same access to personnel.  Each
appraiser shall determine a single point estimate of FMV, not a range of
values.  Only qualified real estate
appraisers with at least five years’ prior experience in the valuation of
properties comparable to the Property in the area in which such Property is
located, and that do not have any financial interest in any entities affiliated
with the Members (excluding any existing or prior agreement or contractual
arrangement to provide advisory or appraisal services to any such Members or
any affiliates thereof), may be validly appointed to serve as an appraiser
hereunder.  Subject to 


 


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Section 3.1(f), each of
Optionor and Kite Realty shall pay all fees and costs of the appraiser
designated by it and one-half of all fess and costs of the Third Appraiser, if
any.


 


(b)                                 On
the Closing Date, the Acquisition Consideration shall be payable by Kite
Realty, subject to Section 3.1(b)(i), first through the assumption of all
outstanding Property Indebtedness (including, without limitation, the payment
of any applicable prepayment, assumption or other fees, costs and penalties)
or, if Kite Realty so elects, the repayment thereof, and second, with respect
to any remaining unsatisfied portion of the Acquisition Consideration, in the
form of units of limited partnership interest in Kite Realty (“Units”) or cash,
in the sole and absolute discretion of Kite Realty.  For purposes of this Section 3.1(b),
subject to Section 3.1(b)(i), the value of outstanding Property Indebtedness
assumed by Kite Realty shall be the principal amount thereof and any accrued
and unpaid interest, plus any related prepayment, assumption and other fees,
costs and penalties incurred by Kite Realty in connection with Kite Realty’s
assumption or repayment of such Property Indebtedness.  The value of Units shall be their “Market
Value” as defined in Section 3.1(b)(ii), and the number of Units shall be
rounded to the nearest whole number of Units to avoid the issuance of
fractional Units.  


 


(i)                                     “Property
Indebtedness” shall mean (A) any outstanding financings or other
arrangements entered into by Optionor (or any affiliate of Optionor) prior to
the date hereof which relate to the Property or the Portion (as applicable)
(the “Existing Financings”), and (B) any outstanding financings, or other
arrangements entered into by Optionor (or any affiliate of Optionor) after the
date hereof which relate to the Property or the Portion (as applicable),
including, without limitation, any mezzanine or bridge financing, or amendments
or extensions of the Existing Financings (the “New Financings”).  Notwithstanding anything to the contrary
contained herein, “Property Indebtedness” shall not include any Existing
Financings or New Financings to the extent that the aggregate of all Existing
Financings and New Financings (plus accrued and unpaid interest and any related
prepayment, assumption or other fees, costs and penalties) exceed the
Acquisition Consideration. 
Notwithstanding anything to the contrary contained herein, “Property
Indebtedness” for purposes of a transfer of a Portion shall include the
outstanding balance (including, without limitation, all applicable prepayment,
assumption or other fees, costs and penalties) of all Existing Financings and
New Financings which, by their terms or as may otherwise be required by the
lenders thereunder, must be assumed, prepaid or repaid upon a transfer of such
Portion by Optionor as contemplated by this Agreement.  Any financings or other arrangements relating
to the Property in excess of the amount of the Acquisition Consideration shall
be the responsibility of Optionor and shall be prepaid or repaid at or prior to
the Closing Date.  Optionor shall provide
Kite Realty with notice of any known default under any of the Existing
Financings or New Financings and shall provide copies of any written default
notices Optionor may receive from the lenders of such financings.


 


(ii)                                  The
term “Market Value” shall mean the average closing price of the common shares
of beneficial interest, $0.01 par value per share, of the REIT (or any
successor thereto) (“Common Shares”) for the 10 consecutive trading days
immediately preceding (but not including) the Closing Date.  For purposes of determining Market Value, one
Unit shall equal one Common Share, subject to any adjustments required under
the Amended and Restated Agreement of Limited Partnership of Kite 


 


5
















 


Realty, as may be amended
and/or restated from time to time (the “Partnership Agreement”), or to reflect
stock splits, reclassifications, dividends in-kind and the like.


 


(c)                                  On
the Closing Date, all reserves held by or on behalf of Optionor as required by
applicable lenders or otherwise with respect to the Property or the Portion (as
applicable) shall either be (i) retained by or returned to Optionor, or
(ii) transferred to Kite Realty in which event a credit shall be applied
to increase the Acquisition Consideration by the amount of such transferred
reserves.


 


(d)                                 In
exercising the Option, Kite Realty will use reasonable commercial efforts to
cooperate with Optionor and the Members to minimize any taxes, fees or
prepayment penalties payable in connection with such exercise or the assumption
or repayment of indebtedness relating to the Property; provided that, except as
otherwise set forth in this Agreement, such cooperation shall not require Kite
Realty to unreasonably delay the Closing Date or require Kite Realty to assume
additional liabilities or incur any material amount of out-of-pocket expenses.


 


(e)                                  Pursuant
to the Partnership Agreement, Units are exchangeable into Common Shares.  It is currently anticipated that such Common
Shares will be entitled to certain registration rights consistent with the
REIT’s practice at the time such Units are issued and subject to any
restrictions or agreements affecting such rights to which the REIT or Kite Realty
is bound. 


 


(f)                                    Kite Realty may decide at any time after
delivery of an Exercise Notice, but before the Closing Date, not to proceed
with the acquisition of the Property or the Portion (as applicable) as
specified in the Exercise Notice; provided, that if Kite Realty revokes such
Exercise Notice following the date on which the Second Appraiser is appointed
pursuant to Section 3.1(a)(ii), Kite Realty shall bear all of the costs and
expenses of the appraisers incurred up to the date on which Kite Realty
notifies Optionor and such appraisers of such revocation; and, provided
further, that  if a final FMV
determination is made in accordance with Section 3.1 prior to Kite Realty’s
revocation of such Exercise Notice, such FMV determination shall be deemed to
constitute the FMV of the Property or Portion (as applicable) for purposes of
subsequent exercises of the Option for a period of six months following the
date of such revocation; it being
understood that any such decision not to proceed shall not result in the
termination of this Agreement (including, without limitation, the Option).


 


3.2                                 Acquisition
Documentation.  On or prior to the
Closing Date (subject to Section 3.1(f)), Optionor and Kite Realty shall
acknowledge, execute, deliver and/or file (as the case may be) the closing
documentation described on Exhibit C hereto (the “Closing
Documentation”).  Optionor and Kite
Realty shall thereafter additionally acknowledge, execute, deliver and/or file
(as the case may be) any and all other documents, agreements or instruments
reasonably necessary or appropriate to effectuate the acquisition, transfer and
conveyance of the Property (or a Portion, as applicable) in accordance with the
terms of this Agreement.


 


3.3                                 Withholding.  Optionor shall execute upon the conveyance of
the Property or any Portion (as applicable) such certificates or affidavits
reasonably necessary to document the inapplicability of any federal or state
tax withholding provisions, including, 


 


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without limitation, those
referred to in Section 7.4 below. 
If Optionor fails to provide such certificates or affidavits, Kite
Realty may withhold a portion of the Acquisition Consideration as required by
the Internal Revenue Code of 1986, as amended (the “Code”) or applicable state
law. 


 


3.4                                 Taxes.  If the transactions contemplated by this
Agreement are consummated, then the following shall apply: 


 


(a)                                  Acquisition
is Treated as Contribution.  If the
Acquisition Consideration consists in whole or in part of Units, the transfer,
assignment and exchange contemplated by this Agreement shall constitute a
“Capital Contribution” to Kite Realty pursuant to Article IV of the
Partnership Agreement and is intended to be governed by Section 721(a) of
the Code, and the parties agree to report this transaction consistent with such
treatment.


 


(b)                                 Cooperation
and Tax Disputes.  Optionor and the
Members, on the one hand, and Kite Realty, on the other hand, shall provide
each other with such cooperation and information relating to the Property or
the Interests as the parties reasonably may request in (i) filing any tax
return, amended tax return or claim for tax refund, (ii) determining any
liability for taxes or a right to a tax refund or (iii) conducting or
defending any proceeding in respect of taxes. 
Any time after the date hereof, Kite Realty shall promptly notify
Optionor or the Members, as applicable, in writing upon receipt by Kite Realty
or any of its affiliates of notice of (i) any pending or threatened tax
audits or assessments with respect to the Property or the Interests and
(ii) any pending or threatened federal, state, local or foreign tax audits
or assessments of Kite Realty or any of its affiliates, in each case which may
affect the liabilities for taxes of Optionor or any of the Members with respect
to any tax period ending on or before the Closing Date.  Optionor and each Member shall promptly
notify Kite Realty in writing upon receipt by Optionor or such Member, as the
case may be, of notice of any pending or threatened federal, state, local or
foreign tax audits or assessments relating to the income, properties or
operations of the Property or any of the Interests.  Each of Kite Realty, on the one hand, and
Optionor and/or the Members, on the other hand, may participate at its own
expense in the prosecution of any claim or audit with respect to taxes
attributable to any taxable period ending on or before the Closing Date,
provided, that Optionor and/or the Members shall collectively have the right to
control the conduct of any such audit or proceeding or portion thereof for
which Optionor and/or such Members, as the case may be, have acknowledged
liability (except as a partner of Kite Realty) for the payment of any
additional tax liability, and Kite Realty shall have the right to control any
other audits and proceedings. 
Notwithstanding the foregoing, neither Kite Realty, on the one hand, nor
Optionor and/or the Members, on the other hand, may settle or otherwise resolve
any such claim, suit or proceeding which could have an adverse tax effect on
the other party or its direct or indirect owners without the written consent of
the other party, such written consent not to be unreasonably withheld or
delayed.  Each party shall retain all tax
returns, schedules and work papers, and all material records and other
documents relating thereto, until the expiration of the statute of limitations
(and, to the extent notified by any party, any extensions thereof) of the
taxable years to which such tax returns and other documents relate and until
the final determination of any tax in respect of such years.


 


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(c)                                  Tax
Allocations.  With respect to the
Property or a Portion (as applicable) that is directly or indirectly contributed
to Kite Realty as provided in Section 3.4(a) above, the parties agree that
Kite Realty shall use the “traditional method”, as described in Treasury
Regulation Section 1.704-3(b), to make allocations of taxable income and
loss among the partners of Kite Realty.


 


(d)                                 Transfer Taxes.  Kite
Realty shall pay the cost of all documentary transfer taxes arising from the
sale of the Property or a Portion (as applicable) pursuant to the exercise by
Kite Realty of the Option or from the transfer of the Interests pursuant to
Section 5.3.


 


(e)                                  Closing
Costs and Prorations.  Any recording
fees, escrow fees, and other closing costs (except documentary transfer taxes
as provided in Section 3.4(d) above) shall be allocated according to
custom and practice based on the location of the Property or the Portion (as
applicable).  All income and expenses of
the Property or the Portion (as applicable) shall be prorated according to
custom and practice based on the location of the Property or the Portion (as
applicable).


 


(f)                                    Survivability.  This Section 3.4 shall survive the
termination of this Agreement for a period of one year from the date of such
termination.


 


ARTICLE IV – RIGHT OF FIRST REFUSAL


 


4.1                                 Right
of First Refusal.   If Optionor
receives a bona fide, good faith offer from an unaffiliated third party to
purchase the entire Property (the “Offer”) at any time during the term of this
Agreement, then, subject only to Kite Realty’s right of first refusal contained
in this Article IV, Optionor shall have the right to convey the entire
Property to such third party during the term of this Agreement.  If Optionor desires to accept the Offer,
Optionor shall first give written notice (the “ROFR Notice”) thereof to Kite
Realty (the date the ROFR Notice is delivered by Kite Realty in accordance with
this Agreement is referred to as the “Notice Date”), which ROFR Notice shall
include the proposed purchase price (the “Purchase Price”), the identity of the
proposed transferee (the “Transferee”) and other material terms (collectively,
the “Acquisition Terms”) of the proposed transfer of the Property.  Kite Realty shall have 30 days from the
Notice Date either (i) to deliver written notice to Optionor (the “OP Notice”)
of its election to acquire the entire Property for the same Purchase Price
(payable in cash or Units, in Kite Realty’s sole and absolute discretion) and
otherwise on substantially the same Acquisition Terms as set forth in the
Offer, or (ii) if the Option is then exercisable pursuant to Section 1.2
hereof, to deliver an Exercise Notice pursuant to the exercise of its Option
under Section 2.1; it being understood that, notwithstanding anything to
the contrary in this Agreement, Kite Realty shall only be entitled to exercise
the Option as to the entire Property in such circumstance.  For
purposes of this Agreement, an “unaffiliated third party” shall mean, with
respect to any Person, any Person directly or indirectly not controlling,
not controlled by or not under common control with such Person.  For purposes of this definition, “control,”
when used with respect to any Person, shall mean the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.  “Person” shall mean a natural person,
partnership (whether general or limited), trust, estate, association,
corporation, limited liability company,


 


8
















 


unincorporated organization,
custodian, nominee or any other individual or entity in its own or any
representative capacity.


 


4.2                                 Acquisition
Process.   If Kite Realty timely
delivers an Exercise Notice following receipt of a ROFR Notice, subject to
Section 4.1, the provisions of Article III shall govern the acquisition of the
Property.  If Kite Realty timely delivers
an OP Notice following receipt of a ROFR Notice, subject to Section 4.1, the
provisions of Article III (excluding Section 3.1(a)) shall govern the
acquisition of the Property to the extent not inconsistent with the Acquisition
Terms; it being understood that if the Purchase Price is paid in Units, the
value of Units shall be their Market Value as defined in Section 3.1(b)(ii).  


 


4.3                                 Failure
to Timely Exercise Right.   If Kite
Realty fails to timely submit an Exercise Notice or OP Notice following receipt
of a ROFR Notice, Kite Realty’s rights under this Agreement with respect to the
Property shall expire and be of no further force or effect; provided, however,
that such rights shall be revived and reinstated in favor of Kite Realty in the
event Optionor does not consummate the transaction with the Transferee on terms
which are generally as good or more favorable to Optionor than the Acquisition
Terms within 90 days following the Notice Date. 



 


ARTICLE V – 
ADDITIONAL AGREEMENTS AND COVENANTS


 


5.1                                 Permitted
Activities by Optionor; Property Management and Development.   Subject to the terms of this Agreement,
Optionor has the right to own, entitle, finance, operate, lease, encumber,
develop and maintain the Property during the term of this Agreement; provided
that during the term of the Management Agreement and the Development Agreement
(as applicable), all such activities shall be conducted by or through the
Manager and Developer, respectively, in accordance with the Management
Agreement and the Development Agreement. 



 


5.2                                 Marketing
the Property for Sale.  Optionor and
the Members agree not to (i) affirmatively market the Property (or any Portion
thereof) for sale during the Option Term, or (ii) sell, convey or otherwise
transfer, or agree to sell, convey or otherwise transfer, all or any portion of
the Property, other than the sale of the entire Property (or a Portion thereof)
pursuant to Kite Realty’s exercise of the Option or the sale of the entire
Property in accordance with Article IV hereof.


 


5.3                                 Alternative
Transaction – Interest Acquisition.  


 


(a)                                  Consent
to Alternative Transaction.  Optionor
and the Members acknowledge and understand that Kite Realty may desire to
effectuate a transfer of the Property, other than through the direct
acquisition of the Property as contemplated hereby, and that Kite Realty may
determine that it is more desirable or appropriate to accomplish the transfer
of the Property through the acquisition of 100% of the Interests (the “Interest
Acquisition”).  Optionor and the Members
hereby consent to the Interest Acquisition, and agree to cooperate with Kite
Realty; provided, that the Members receive, in the aggregate, the amount of
cash or number of Units to which Optionor would be entitled under Section 3.1
upon the sale of the Property pursuant to this Agreement; it being understood
that the form of consideration shall be determined in the sole and absolute discretion
of Kite Realty.


 


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(b)                                 Acquisition
Process.  In the event that Kite
Realty elects to accomplish the transfer of the Property through the Interest
Acquisition: (i) the Exercise Notice shall specify that Kite Realty elects to
effectuate the Interest Acquisition pursuant to this Section 5.3; (ii) subject
to this Section 5.3, the provisions of Article III shall govern the Interest
Acquisition; (iii) the purchase price to be paid by Kite Realty for the Interests
shall be equal to the Acquisition Consideration for the Property as calculated
in accordance with Section 3.1, with each Member entitled to receive such
Member’s pro rata share of such Acquisition Consideration based on such
Member’s percentage interest in Optionor (as set forth in Exhibit B);
(iv) subject to Section 3.1(f), the Interests shall be conveyed, and the
Closing Date of such acquisition shall occur, within the later of (a) 15 days
after the last day of the month immediately following the month in which the
Exercise Notice is delivered or (b) 45 days after the determination of the FMV
of the Property (or a Portion, as applicable) at the time in accordance with
Section 3.1; and (v) on or prior to the Closing Date, subject to Section 3.1(f),
the Members and Kite Realty shall execute and deliver the closing documentation
described on Exhibit D hereto regarding the Interest Acquisition, and,
thereafter, the Members and Kite Realty shall additionally acknowledge,
execute, deliver and/or file (as the case may be) any and all other documents,
agreements or instruments reasonably necessary or appropriate to effectuate the
Interest Acquisition in accordance with the terms of this Agreement. 


 


5.4                                 Further
Assurance.   Each Member shall
execute and deliver to Kite Realty all such other and further instruments and
documents and take or cause to be taken all such other and further actions as
Kite Realty may reasonably request in order to effect the transactions
contemplated by this Agreement, including, without limitation, instruments or
documents deemed necessary or desirable by Kite Realty to effect and evidence
the Interest Acquisition in accordance with the terms of this Agreement.


 


5.5                                 Consent
to Other Approvals.   Each Member
hereby acknowledges and agrees that the execution and delivery of this
Agreement by such Member shall constitute the consent, waiver or approval by
such Member and by Optionor, pursuant to applicable law or Optionor’s
organizational documents or other agreements, to the transactions contemplated
hereby, including, without limitation, the Interest Acquisition.  For the avoidance of doubt, to the extent the
consent, waiver or approval of a Member or Optionor is required to effectuate
any of the transactions contemplated by this Agreement, such Member or Optionor
shall be deemed to have given such consent, waiver or approval pursuant hereto.


 


5.6                                 Obligation to Sell the Property or the Interests.  
Optionor and the Members hereby acknowledge and agree that, if Kite
Realty does not exercise the Option and/or the Property is not transferred in
accordance with Article IV prior to the termination of this Agreement pursuant
to Section 6.1 hereof, Optionor and the Members shall use their reasonable best
efforts to sell, convey or otherwise transfer  as
promptly as reasonably practicable  the entire
Property or 100% of the Interests to an unaffiliated third party.  Notwithstanding anything to the contrary
herein, this Section 5.6 shall survive any termination of this Agreement
indefinitely.  


 


10
















 


ARTICLE VI – TERMINATION


 


6.1                                 Termination
of this Agreement. This Agreement shall terminate and be of no further
force or effect upon the earlier to occur of: 


 


(a)                                  the
acquisition by Kite Realty of all right, title and interest of Optionor in the
Property in accordance with this Agreement;


 


(b)                                 the
termination of the Option and right of first refusal pursuant to Section 4.3
hereof; or


 


(c)                                  the
fourth anniversary of the date of commencement of construction of the planned
development on the Property; it being understood that, if on or prior to the
date of such expiration: (i) Kite Realty has properly delivered an Exercise
Notice or OP Notice, this Agreement shall remain in effect for purposes of
effectuating the acquisition of the Property or a Portion thereof (as
applicable) or the Interests pursuant to such Exercise Notice or OP Notice, or
(ii) Optionor has received an Offer for which a ROFR Notice has not yet been
delivered by Kite Realty, or less than 30 days was elapsed since the date of
the receipt by Kite Realty of the ROFR Notice, this Agreement shall remain in
effect for purposes of permitting Kite Realty to exercise its rights under
Article IV hereof and purchase the Property or the Interests.  


 


6.2                                 Procedure
if Option Terminates.


 


(a)                                  Notice
of Termination.  If this Agreement is
terminated pursuant to Section 6.1(b) prior to the expiration of the Option
Term, Optionor and the Members will provide notice of such termination to Kite
Realty (the “Option Termination Notice”). 
The delivery of the Option Termination Notice shall not be a condition
precedent to the effectiveness of such termination.


 


(b)                                 Verification
of Termination.  Upon receipt of the
Option Termination Notice, Kite Realty agrees that, if this Agreement is
terminated, in accordance with its terms, Kite Realty will execute, acknowledge
and deliver to Optionor in recordable form with appropriate authorization for
recording, within 10 days from request therefore, a quitclaim deed or any other
document reasonably requested by Optionor or a title insurance company to
verify the termination of this Agreement, including, without limitation, the
Option.


 


(c)                                  Right
to Documents.  Upon receipt of the
Option Termination Notice, Kite Realty shall forthwith deliver (or cause to be
delivered) to Optionor and shall be deemed to have assigned to Optionor
(without the execution of further documentation or instruments), any
governmental applications, permits, maps, plans, specifications and other
documents in its possession or that it has made or contracted to be made
respecting the Property, including, without limitation, all engineering
reports, surveys, soil tests, seismic studies, environmental reports, grading,
flood control and drainage plans, design renderings, market analyses,
feasibility studies, proposed tentative, parcel and final maps, and all
correspondence with governmental agencies and their personnel concerning the
same (other than materials in Kite Realty’s or any subsidiary’s or affiliated company’s
possessions pursuant to the Management Agreement and/or Development Agreement
or 


 


11
















 


any other continuing agreement
between Kite Realty, on the one hand, and Optionor or the Members, on the other
hand).


 


6.3                                 Effects
of Termination.  In the event of
termination of this Agreement pursuant to Section 6.1, the provisions of
Sections 3.4, 5.6, 6.1, 6.2 and 6.3 and Articles VIII and IX shall survive the
termination of this Agreement; it being understood that, with respect to
termination pursuant to Section 6.1(a), the provisions of this Agreement that
contemplate performance after the Closing Date and the obligations of the
parties not fully performed on the Closing Date shall survive the Closing Date
and shall not be deemed to be merged into or waived by the instruments executed
as of the Closing Date.  Notwithstanding
the foregoing, nothing in this Section 6.3 shall be deemed to release any party
from liability for any breach by such party of the terms or provisions of this
Agreement or to impair the right of any party to enforce its respective rights
hereunder.


 


ARTICLE VII – REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


As a material inducement to Kite Realty to enter into this Agreement,
Optionor and each Member hereby make to Kite Realty, severally but not jointly,
each of the representations and warranties set forth in this Article VII, which
representations and warranties are true and correct as of the date hereof, and
hereby covenant as follows:


 


7.1                                 Organization;
Authority.  Optionor is duly formed,
validly existing and in good standing (to the extent applicable) under the laws
of its jurisdiction of formation. 
Optionor is qualified to do business in the state where the Property is
located.  Optionor and each Member have
full right, authority, power and capacity: (a) to enter into this Agreement and
each agreement, document and instrument to be executed and delivered by or on
behalf of Optionor and such Member pursuant to this Agreement and (b) to
carry out the transactions contemplated hereby and thereby.  This Agreement and each agreement, document
and instrument executed and delivered by or on behalf of Optionor and such
Member pursuant to this Agreement constitutes, or when executed and delivered
will constitute, the legal, valid and binding obligation of Optionor and such
Member, each enforceable in accordance with its respective terms.  The execution, delivery and performance of
this Agreement and each such agreement, document and instrument by or on behalf
of Optionor and such Member: (i) does not and will not violate any
foreign, federal, state, local or other laws applicable to Optionor or such
Member or require Optionor or such Member to obtain any approval, consent or
waiver of, or make any filing with, any person or authority (governmental or
otherwise) that has not been obtained or made prior to the date hereof (other
than approvals, consents or waivers under any New Financings); and
(ii) does not and will not violate any term, conditions or provisions of,
or constitute a default under, any bond, note or other evidence of indebtedness
or any contract, lease or other instrument to which Optionor or such Member is
a party or by which the property of Optionor or such Member is bound or
affected.


 


7.2                                 Title
to the Property; No Agreements to Sell.  
Optionor holds a fee interest in the Property and has not granted an
option or right of first refusal to purchase the Property to any party other
than Kite Realty.  Other than this
Agreement, Optionor is 


 


12
















 


not currently a party to any
agreement to sell, transfer or otherwise encumber or dispose of, and has no
obligation (absolute or contingent) to sell, the Property or a Portion. 


 


7.3                                 Title
to the Interests; No Agreements to Sell.  
Each Member owns beneficially and of record, free and clear of any
claim, lien (including, without limitation, tax liens), option, charge,
security interest, mortgage, deed of trust, encumbrance, rights of assignment,
purchase rights or other rights of any nature whatsoever of any third party
(collectively, “Encumbrances”), and has full power and authority to convey free
and clear of any Encumbrances, the Interests listed on Exhibit B hereto
as owned by such Member, except (i) Encumbrances created in favor of Kite
Realty by the transactions contemplated hereby, (ii) Encumbrances that are
extinguished at or prior to the Closing Date, and (iii) Encumbrances relating
to the Existing Financings or the New Financings.  Other than this Agreement, such Member is not
currently a party to any agreement to sell, transfer or otherwise encumber or
dispose of, and has no obligation (absolute or contingent) to sell, the
Interests owned by such Member.  Each
Member covenants and agrees not to encumber such Member’s Interests during the
Option Term except in connection with the Existing Financings and the New
Financings.


 


7.4                                 Status
as a United States Person.  Neither
Optionor nor any of the Members is a foreign person within the meaning of Section
1445 of the Internal Revenue Code (“Section 1445”).  Optionor’s U.S. taxpayer identification
number and each Member’s social security number that have previously been
provided to Kite Realty are correct. 
Optionor’s office address and each Member’s home address are the
addresses set forth opposite their signatures below. Upon request by Kite
Realty, Optionor and each Member agree to complete and provide to Kite Realty a
certificate of non-foreign status substantially in the form provided in Section
1.1445-5(b)(3)(D) of the Treasury regulations.


 


7.5                                 No
Brokers.  Neither Optionor nor any of
the Members has entered into, and covenants that it or he will not enter into,
any agreement, arrangement or understanding with any person or firm which will
result in the obligation of Kite Realty to pay any finder’s fee, brokerage
commission or similar payment in connection with the transactions contemplated
hereby.


 


7.6                                 Assets.  The Property is the sole asset of Optionor
other than cash or cash equivalents. 
Optionor covenants not to acquire any assets other than those to be made
part of or used in connection with the Property.


 


7.7                                 Capital
Contributions.  All cash
contributions and advances made to or for the benefit of Optionor have been
used in connection with the acquisition, entitlement, development, leasing,
financing, operation, repair and maintenance of the Property.  Optionor covenants that all cash
contributions and advances made to or for the benefit of Optionor after the
date hereof shall be used in connection with the acquisition, entitlement,
development, leasing, financing, operation, repair and maintenance of the
Property.  


 


7.8                                 Accredited
Investor Status.   Each Member is an
“accredited investor” within the meaning of the federal securities laws.


 


13
















 


ARTICLE VIII – INDEMNIFICATION


 


Optionor and each Member, severally and not jointly, agree to indemnify
Kite Realty, its affiliates and their respective trustees, directors, officers,
members, partners, employees, agents, successors and assigns (the
“Indemnitees”) in respect of, and hold the Indemnitees harmless against, any
and all liabilities (whether absolute or contingent, known or unknown or
accrued or unaccrued), damages, judgments, fines, fees, penalties, obligations,
deficiencies, losses and expenses (including, without limitation, reasonable
fees and expenses of attorneys and accountants and including, without
limitation, amounts paid in settlement) (“Damages”) actually incurred or
suffered by any Indemnitee, and to reimburse each Indemnitee for such Damages
which are suffered or incurred by such Indemnitee or to which such Indemnitee
may otherwise become subject, arising out of or resulting from the untruth,
inaccuracy or breach of any representation or warrant of Optionor or any of the
Members contained in this Agreement, or any breach, non-fulfillment or failure
to perform any agreement or covenant of Optionor or any of the Members
contained in this Agreement.   


 


ARTICLE IX – ASSIGNMENT; TRANSFER OF INTERESTS


 


9.1                                 Kite
Realty’s Right to Assignment.   Kite
Realty may not assign the Option or the right of first refusal granted pursuant
to Article IV hereby without Optionor’s prior written consent, which consent
may be conditioned, withheld or delayed in Optionor’s sole and absolute
discretion; provided, that Kite Realty may assign the Option or the right of
first refusal granted pursuant to Article IV hereby without Optionor’s consent
to (i) the REIT, (ii) any direct or indirect controlled affiliate of
the REIT or Kite Realty or (iii) any entity into which Kite Realty has
merged or otherwise is the result of a business combination directly involving
Kite Realty.


 


9.2                                 Optionor’s
Right to Assignment.   Optionor may
not assign its interests in this Agreement, in whole or in part, without Kite
Realty’s prior written consent, which consent may be conditioned, withheld or
delayed in Kite Realty’s sole and absolute discretion.  


 


9.3                                 Transfer
of Interests.  A Member may Transfer
(as defined below) all or any portion of such Member’s Interest by complying
with the provisions of this Section 9.3. 
If a proposed Transfer would result in a “Change of Control” (as defined
below), then such Member shall provide written notice of such Transfer to Kite
Realty at least 30 days prior to the proposed Transfer (the “Transfer
Notice”).  For purposes of this Section
9.3: (a) ”Transfer” shall include any sale, assignment, gift, pledge,
hypothecation, mortgage, exchange, or other disposition, other than a pledge,
mortgage, or hypothecation of or granting of a security interest in, an
Interest in connection with any Existing Financings or New Financings; and (b)
“Change of Control” shall mean (i) the Transfer of more than 50% of the
voting ownership interests in Optionor or (ii) if there is no voting ownership
interest, the Transfer of more than 50% of the equity ownership interests in
Optionor.  Notwithstanding the foregoing,
no purported Transfer of all or any portion of an Interest (whether or not such
Transfer would result in a Change of Control) shall be effective unless and
until the transferee becomes a party to this Agreement and bound by the terms
and conditions of this Agreement as a “Member” (regardless of whether or not
such transferee is admitted as a member of Optionor) by executing and
delivering a counterpart signature 


 


14
















 


page to this Agreement to Kite
Realty.  Any purported transfer of an
Interest in violation of this Section 9.3 shall be null and void.


 


ARTICLE X – MISCELLANEOUS


 


10.1                           Amendment;
Waiver.  This Agreement may not be
amended except by an instrument in writing signed by the parties.  No waiver of any provisions of this Agreement
shall be valid unless in writing and signed by the party against whom enforcement
is sought.


 


10.2                           Entire
Agreement; Counterparts; Applicable Law. 
This Agreement (a) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof, (b) may be executed in
one or more counterparts, each of which will be deemed an original and all of
which, including, without limitation, validity, interpretation and effect,
shall constitute but one and the same instrument and (c) shall be governed
in all respects, including, without limitation, validity, interpretation and
effect, by the laws of the State of Indiana without giving effect to the
conflict of law provisions thereof.


 


10.3                           Severability.  If any provision of this Agreement, or the
application thereof, is for any reason held to any extent to be invalid or
unenforceable, the remainder of this Agreement and application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto.  The parties further agree to replace such
void or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of the void or unenforceable provision and to execute any
amendment, consent or agreement deemed necessary or desirable by Kite Realty to
effect such replacement.


 


10.4                           Binding
Effect.  This Agreement shall be
binding upon, and shall be enforceable by and inure to the benefit of, the
parties and their respective permitted successors and permitted assigns.


 


10.5                           Equitable
Remedies.  The parties hereto agree
that irreparable damage would occur if any provision of this Agreement was not
performed in accordance with its specific terms or was otherwise breached.  It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
federal or state court located in the State of Indiana (as to which the parties
agree to submit to jurisdiction for the purposes of such action), this being in
addition to any other remedy to which they are entitled at law or in equity.


 


10.6                           Notices.  Any notice or demand which must or may be
given under this Agreement (including, without limitation, the Exercise Notice,
the OP Notice, the ROFR Notice, the Transfer Notice and the Option Termination
Notice) or by law shall, except as otherwise provided, be in writing and shall
be deemed to have been delivered (i) when physically received by personal
delivery (which shall include the confirmed receipt of a telecopied facsimile
transmission), or (ii) three business days after being deposited in the
United States certified or registered mail, return receipt requested, postage
prepaid or 


 


15
















 


(iii) one business day
after being deposited with a nationally known commercial courier service
providing next day delivery service (such as Federal Express).


 


10.7                           Recording.  Subject to applicable consents required under
any financing related to the Property, Kite Realty shall have the right to
record a memorandum of this Agreement in the real property records of the
county in which the Property is situated. 
If Kite Realty records such a memorandum, Kite Realty covenants and
agrees to record the appropriate notice of termination or cancellation upon the
expiration or earlier termination of this Agreement.


 


10.8                           Fees
and Expenses.  Except to the extent
contemplated in Section 3.1(f), Section 3.4(d), Section 3.4(e) or Article
VIII hereof, all fees and expenses incurred in connection with the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees and expenses.


 


10.9                           Reliance.  Each party to this Agreement acknowledges and
agrees that it is not relying on tax advice or other advice from the other
party to this Agreement, and that it has or will consult with its own advisors.


 


[Signature page follows]


 


16
















 


IN WITNESS WHEREOF, each of the parties hereto has executed and
delivered this Agreement as of the date first set forth above.


 


 


	
  Address:

  	
   

  
	
   

  	
  OPTIONOR:

  
	
   

  	
   

  
	
   

  	
  BRENTWOOD LAND PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  Brentwood Land Partners, LLC 

  c/o Kite Realty Group Trust 

  30 S. Meridian Street 

  Suite 1100 

  Indianapolis, Indiana  46204 

  Fax No.: (317) 577-5605

  	
   

  
	
  By:

  	
  /s/ JOHN A. KITE

  	
   

  
	
  Name: John A. Kite 

  
	
  Title:

  	
  Member

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  KITE REALTY:

  
	
   

  	
   

  
	
  Kite Realty Group, L.P. 

  c/o Kite Realty Group Trust 

  30 S. Meridian Street

  Suite 1100 

  Indianapolis, Indiana  46204 

  Fax No.: (317) 577-5605

  	
  KITE REALTY GROUP, L.P.

  
	
   

  
	
  By:

  	
  KITE REALTY GROUP TRUST, its 

  General Partner

  
	
   

  
	
   

  	
  By: 

  	
  /s/ JOHN A. KITE

  	
   

  
	
   

  	
  Name:

  	
  John A. Kite

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive 

  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEMBERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Alvin E. Kite, Jr. 

  c/o Kite Realty Group Trust 

  30 S. Meridian Street 

  Suite 1100 

  Indianapolis, Indiana  46204

  	
   

  
	
   

  
	
  /s/ ALVIN E. KITE, JR.

  	
   

  
	
  Alvin E. Kite, Jr.

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  John A. Kite 

  	
   

  
	
  c/o Kite Realty Group Trust

  	
  /s/ JOHN A. KITE

  	
   

  
	
  30 S. Meridian Street 

  	
  John A. Kite

  
	
  Suite 1100 

  	
   

  
	
  Indianapolis, Indiana  46204

  	
   

  
									



 
















 


	
  Paul W. Kite 

  	
   

  
	
  c/o Kite Realty Group Trust 

  	
    /s/ PAUL W. KITE

  	
   

  
	
  30 S. Meridian Street 

  	
  Paul W. Kite

  
	
  Suite 1100 

  	
   

  
	
  Indianapolis, Indiana  46204

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Thomas K. McGowan 

  c/o Kite Realty Group Trust 

  30 S. Meridian Street 

  Suite 1100 

  Indianapolis, Indiana  46204

  	
   

  
	
    /s/ THOMAS K. McGOWAN

  	
   

  
	
  Thomas K. McGowan

  
	
   

  
	
   

  



 
















 


EXHIBITS TO THE OPTION AGREEMENT*


 


	
  Exhibit A

  	
  Description of Real Property

  
	
   

  	
   

  
	
  Exhibit B

  	
  Member Interests

  
	
   

  	
   

  
	
  Exhibit C

  	
  Closing Documentation (Property Transfer)

  
	
   

  	
   

  
	
  Exhibit D

  	
  Closing Documentation (Interest Acquisition)

  



 










*     The registrant agrees to furnish,
supplementally, a copy of omitted Exhibits A, C and D to the SEC upon request.


 
















 


EXHIBIT B


 


MEMBER INTERESTS


 


	
  Member

  	
   

  	
  Percentage Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Alvin E. Kite, Jr.

  	
   

  	
  30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  John A. Kite

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Paul W. Kite

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Thomas K. McGowan

  	
   

  	
  20

  	
  %