SIXTH AMENDMENT
TO THE SECOND AMENDMENT AND
RESTATEMENT OF
AGREEMENT OF LIMITED PARTNERSHIP OF
THE TAUBMAN
REALTY GROUP LIMITED PARTNERSHIP
THIS SIXTH
AMENDMENT (this " Amendment ") TO THE SECOND AMENDMENT AND
RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF THE TAUBMAN
REALTY GROUP LIMITED PARTNERSHIP (the “ Second Amended and
Restated Partnership Agreement ”) is entered into
effective as of March 29, 2006, and is made by, between, and among
TAUBMAN CENTERS, INC., a Michigan corporation (" TCO "), TG
PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership
(“ TG ”), and TAUB-CO MANAGEMENT, INC., a
Michigan corporation (“ Taub-Co ”), who, as the
Appointing Persons, pursuant to Section 13.11 of the Second Amended
and Restated Partnership Agreement, have the full power and
authority to amend the Second Amended and Restated Partnership
Agreement on behalf of all of the partners of The Taubman Realty
Group Limited Partnership, a Delaware limited partnership (the
“ Partnership ”), with respect to the matters
herein provided. (Capitalized terms used herein that are not herein
defined shall have the meanings ascribed to them in the Second
Amended and Restated Partnership Agreement.)
A.
On
September 30, 1998, TCO, TG, and Taub-Co entered into the Second
Amended and Restated Partnership Agreement as an amendment and
restatement of the then-existing partnership agreement (the “
Amended and Restated Partnership Agreement ”), as
authorized under Section 13.11 of the Amended and Restated
Partnership Agreement.
B.
On
March 4, 1999, TCO, TG, and Taub-Co entered into a First Amendment
to the Second Amended and Restated Partnership Agreement to
facilitate a proposed pledge of Units of Partnership Interest in
the Partnership.
C.
On
September 3, 1999, TCO, TG, and Taub-Co entered into a Second
Amendment to the Second Amended and Restated Partnership Agreement
to provide for the contribution of preferred capital in exchange
for a preferred equity interest.
D
. On
May 2, 2003, TCO, TG, and Taub-Co entered into a Third Amendment to
the Second Amended and Restated Partnership Agreement to provide
for the issuance of Series E Units of Partnership Interest in
exchange for a contribution of cash to the Partnership.
E.
On
December 31, 2003, TCO, TG and Taub-Co entered into a Fourth
Amendment to the Second Amended and Restated Partnership Agreement
to change the term of the Partnership and to amend Schedule E to
the Partnership Agreement.
F.
On
February 1, 2005, TCO, TG and Taub-Co entered into a Fifth
Amendment to the Second Amended and Restated Partnership Agreement
(the Second Amended and Restated Partnership Agreement, as amended,
is hereinafter referred to as the “ Partnership
A
