Exhibit
10.2


 


AMENDMENT NO. 1 TO


REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (“Amendment”), is
entered into as of August 29, 2005, by and among Kite Realty Group Trust, a
real estate investment trust organized under the laws of Maryland (the “Company”),
Brentwood Holdings, LLC, a limited liability organized under the laws of
Indiana (“Brentwood”), KMI Holdings, LLC, a limited liability company organized
under the laws of Indiana, Alvin E. 
Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R.
Sink, George F. McMannis, IV, Mark Jenkins, C. Kenneth Kite and David Grieve.


 


WHEREAS, the parties hereto other than Brentwood have entered into a registration
rights agreement, dated as of August 16, 2004 (the “Original Registration
Rights Agreement”);


WHEREAS, pursuant to the terms of that certain contribution agreement,
dated as of March 31, 2005, by and among Kite Realty Group, L.P., a limited
liability partnership organized under the laws of Delaware (“Kite Realty”),
Brentwood and the other parties thereto (the “Contribution Agreement”), the
Company agreed to amend the Original Registration Rights Agreement in order to
provide Brentwood with registration rights that either, at the option of the
Company (i) register the issuance of REIT Common Shares (as defined in the
Original Registration Rights Agreement) received upon redemption of the Class A
units of limited partnership interest in Kite Realty issued pursuant to the
Contribution Agreement (“Units”), or (ii) register the resale of the REIT Common
Shares issuable upon redemption of the Units; and


WHEREAS, the parties desire to amend the Original Registration Rights
Agreement to provide Brentwood with the registration rights contemplated under
the Contribution Agreement.


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


 


SECTION
1.           AMENDMENTS TO THE ORIGINAL
REGISTRATION RIGHTS AGREEMENT


 


1.1  Addition of Brentwood.  Effective as of the date hereof, the Original
Registration Rights Agreement is hereby amended to add Brentwood as a party
thereto.


 


1.2  Addition of Brentwood as
a Contributor.  Effective as of the
date hereof, the Original Registration Rights Agreement is hereby amended to
add Brentwood (and its successors and assigns permitted under Section 7.3 of
the Registration Rights Agreement) to the definition of “Contributors” therein.


 





















 


1.3  Schedule A.  Effective as of the date hereof, the Original
Registration Rights Agreement is hereby amended by replacing Schedule A
attached thereto in its entirety with Schedule A attached to this Amendment.


 


1.4  References to Agreement.  Each reference to “this Agreement,” “hereof,”
“herein,” “hereby,” or words of like import referring to the Original
Registration Rights Agreement shall mean and be a reference to the Original
Registration Rights Agreement as amended by this Amendment, and as may be
further amended, modified, supplemented or restated after the date hereof in
accordance with the terms thereof.


 


1.5  KMI Holdings, LLC.  The parties acknowledge and agree that KMI
Holdings, LLC, which distributed all of the Units received by KMI Holdings, LLC
in connection with the Company’s initial public offering in August 2004 to its
members and no longer owns any Units, is no longer a party to the Registration
Rights Agreement.


 


SECTION
2.           MISCELLANEOUS


 


2.1  Effect on Original.  Except as expressly provided herein, the
provisions of the Original Registration Rights Agreement shall remain unchanged
and continue in full force and effect.


 


2.2  Definitions.  Unless the context otherwise requires, or
unless otherwise defined herein, capitalized terms used in this Amendment shall
have the respective meanings specified in the Original Registration Rights
Agreement.


 


2.3  Notices.  Any notice or demand which must or may be
given under this Amendment or by law shall be given in accordance with Section
7.4 of the Original Registration Rights Agreement.  For the purposes of Section 7.4 of the
Original Registration Rights Agreement, any notice to be delivered to Brentwood
shall be delivered to Brentwood at the following address: c/o Kite Realty Group
Trust, 30 S. Meridian Street, Suite 1100, Indianapolis, Indiana 46204, or to
any such other address or addresses as Brentwood may from time to time specify
in compliance with the Original Registration Rights Agreement.  Any facsimile transmission delivered to
Brentwood shall be directed to: c/o Kite Realty Group Trust, facsimile number:
317-577-5605.


 


2.4  Governing Law.  This Amendment, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Maryland, but not
including the choice of law rules thereof.


 


2.5  Headings.  Section and subsection headings contained in
this Amendment are inserted for convenience of reference only, shall not be
deemed to be a part of this Amendment for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.


 


2





















 


2.6  Pronouns.  All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the person or entity may require.


 


2.7  Execution in Counterparts.  To facilitate execution, this Amendment may
be executed and delivered in as many counterparts as may be required. It shall
not be necessary that the signature of or on behalf of each party appears on
each counterpart, but it shall be sufficient that the signature of or on behalf
of each party appears on one or more of the counterparts. All counterparts
shall collectively constitute a single agreement. It shall not be necessary in
any proof of this Amendment to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties.


 


2.8  Severability.  If fulfillment of any provision of this Amendment,
at the time such fulfillment shall be due, shall transcend the limit of
validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Amendment operates or would operate to invalidate this Amendment, in
whole or in part, then such clause or provision only shall be held ineffective,
as though not herein contained, and the remainder of this Amendment shall
remain operative and in full force and effect.


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


3





















 


                             IN
WITNESS WHEREOF, each of the undersigned has caused this Amendment No. 1 to
Registration Rights Agreement to be duly executed and delivered in its name and
on its behalf as of the date first written above.


  


	
  KITE REALTY GROUP TRUST 
  

  	
  KMI HOLDINGS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel R. Sink 

  	
   

  	
  By:  

  	
  /s/ Alvin E. Kite, Jr.

  
	
  Name:

  	
  Daniel R. Sink

  	
  Name:

  	
  Alvin E. Kite, Jr.

  
	
  Title:

  	
  Senior Vice President, Chief Financial Officer

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BRENTWOOD HOLDINGS, LLC 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Alvin E. Kite, Jr. 

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Alvin E. Kite, Jr. 

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


	
  /s/ Alvin E. Kite, Jr.

  	
   

  	
  /s/ John A. Kite

  
	
  Alvin E. Kite, Jr.

  	
   

  	
  John A. Kite

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Paul W. Kite

  	
   

  	
  /s/ Thomas K. McGowan

  
	
  Paul W. Kite

  	
   

  	
  Thomas K. McGowan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Daniel R. Sink

  	
   

  	
  /s/ George F. McMannis, IV

  
	
  Daniel R. Sink

  	
   

  	
  George F. McMannis, IV

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Mark Jenkins

  	
   

  	
  /s/ C. Kenneth Kite, By Martin V. Shrader, His
  Attorney-In-Fact

  
	
  Mark Jenkins

  	
   

  	
  C. Kenneth Kite

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David Grieve

  	
   

  	
   

  
	
  David Grieve

  	
   

  	
   

  



 


4





















 


	
  Alvin E. Kite Centre
  Associates Irrevocable Trust 

  	
   

  	
  Alvin E. Kite, Jr. 2004-8
  REIT Grantor Annuity Trust 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Alvin E. Kite

  	
   

  	
  By:

  	
  /s/ Alvin E. Kite

  
	
  Name:

  	
  Alvin E. Kite, Jr. 

  	
   

  	
  Name:

  	
  Alvin E. Kite, Jr. 

  
	
  Title:

  	
  Trustee

  	
   

  	
  Title:

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alvin E. Kite, Jr. 2002-12
  Irrevocable Trust

  	
   

  	
  John A. Kite, Jr. 2002-12
  Irrevocable Trust 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas K. McGowan 

  	
   

  	
  By:

  	
  /s/ John A. Kite 

  
	
  Name:

  	
  Thomas K. McGowan 

  	
   

  	
  Name:

  	
  John A. Kite 

  
	
  Title:

  	
  Trustee

  	
   

  	
  Title:

  	
  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thomas K. McGowan Real
  Estate 2004-12 REIT Grantor Retained Annuity Trust 

  	
   

  	
  Paul W. Kite Real Estate
  2005-12 REIT Grantor Retained Annuity Trust 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas K. McGowan

  	
   

  	
  By:

  	
  /s/ Paul W. Kite

  
	
  Name:

  	
  Thomas K. McGowan 

  	
   

  	
  Name:

  	
  Paul W. Kite 

  
	
  Title:

  	
  Trustee

  	
   

  	
  Title:

  	
  Trustee

  



 


 


5





















 


EXHIBITS TO THE REGISTRATION RIGHTS AGREEMENT*


 


 


 


	
  Schedule A

  	
   

  	
  Number of Units and
  REIT Common Shares

  











*                 The registrant agrees to furnish, supplementally,
a copy of omitted Schedule A upon request.