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 Agreement”) to evidence the conversion of all of the Series E Units of Partnership Interest to Units of Partnership Interest in the Partnership.
G. As authorized under Section 13.11 of the Partnership Agreement, the parties hereto wish to further amend the Partnership Agreement to amend Schedule A and Schedule E to the Partnership Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Partnership Agreement is amended as follows:
1. Schedule A to the Partnership Agreement is hereby deleted, and the attached Schedule A is substituted in the place thereof.
2. Schedule E to the Partnership Agreement is hereby deleted in its entirety, and the attached Schedule E is substituted in the place thereof.
3. As amended by this Sixth Amendment, all of the provisions of the Partnership Agreement are hereby ratified and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned Appointing Persons, in accordance with Section 13.11 hereof, on behalf of all of the Partners, have entered into this Amendment as of the date first-above written.
TAUBMAN CENTERS, INC., a Michigan corporation
By: /s/ Robert S. Taubman
| Robert S. Taubman | |
| Its: | Chairman, President and Chief |
| Executive Officer | |
| | | | |
TG PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership
| By: | TG Michigan, Inc., a Michigan corporation, Managing General Partner |
By: /s/ Jeffrey M. Davidson
| Jeffrey M. Davidson | |
| Its: | Senior Vice President |
| | | | |
TAUB-CO MANAGEMENT, INC., a Michigan corporation
By: /s/ Lisa A. Payne
| Lisa A. Payne | |
| Its: | Chief Financial Officer |
| | | |
SCHEDULE A
3/21/06
UNITS OF PARTNERSHIP INTEREST, PERCENTAGE INTERESTS OF THE PARTNERS, GENERAL AND LIMITED |
| | | | | |
| | No of Units | | Percentage Interests | |
General partners | | | | |
| Taubman Centers, Inc. | 52,774,536 | | 65.092157% | |
| TG Partners Limited Partnership | 4,605,361 | | 5.680256% | |
| Taub-Co Management, Inc. | 4,958 | | 0.006115% | |
| Total General Partnership Interests | 57,384,855 | | 70.778528% | |
Limited partners | | | | |
| Avner Naggar & Gloria Frank Naggar Living Trust | 51,963 | | 0.064091% | |
| Burkhardt Family Trust | 39,123 | | 0.048254% | |
| Courtney Lord | 258,153 | | 0.318406% | |
| Craig Gordon | 18,448 | | 0.022754% | |
| David Naggar | 33,404 | | 0.041201% | |
| Deborah Lyon Simon Revocable Trust | 66,413 | | 0.081914% | |
| Edward F. Meltzer, Jr. | 3,690 | | 0.004551% | |
| G.K. Las Vegas Limited Partnership | 200,000 | | 0.246680% | |
| Gayle T. Kalisman | 5,925 | | 0.007308% | |
| Gloria Dobbs | 117,877 | | 0.145390% | |
| James R. Keegan | 3,690 | | 0.004551% | |
| Jay E. Liebig | 3,690 | | 0.004551% | |
| Leech Investments LLC | 139,648 | | 0.172242% | |
| Leonard Dobbs | 107,877 | | 0.133056% | |
| Margaret Putnam | 7,464 | | 0.009206% | |
| Marilyn L. Neustadt | 14,759 | | 0.018204% | |
| Michaela Naggar Bourne | 33,404 | | 0.041201% | |
| Norfolk Place Limited Partnership | 130,909 | | 0.161463% | |
| Putnam Associates LLC | 20,154 | | 0.024858% | |
| R & W -- TRG L.L.C. | 1,338,496 | | 1.650902% | |
| Residuary Trust - Leonard Z. Lyon | 7,380 | | 0.009102% | |
| Richard P. Kughn | 653,853 | | 0.806463% | |
| RL Ventures, LLC | 578,346 | | 0.713332% | |
| Robert S. Taubman | 5,925 | | 0.007308% | |
| Ron Naggar, M.D. | 33,404 | | 0.041201% | |
| R. R. Lyon Living Trust | 7,380 | | 0.009102% | |
| Scott Gordon | 18,448 | | 0.022754% | |
| Sheldon M. Gordon | 132,826 | | 0.163828% | |
| Tamara Naggar | 33,404 | | 0.041201% | |
| Taubman Realty Ventures | 11,011 | | 0.013581% | |
| TG Acquisitions | 445,191 | | 0.549099% | |
| The A. Alfred Taubman Restated Revocable Trust | 9,875 | | 0.012180% | |
| The Kughn Real Properties Company | 98,061 | | 0.120949% | |
| The Marvin G. and Janice P. Leech Trust | 51,718 | | 0.063789% | |
| The Robert C. Larson Revocable Trust | 142,233 | | 0.175430% | |
| TRA Partners | 17,699,879 | | 21.831046% | |
| William S. Taubman | 5,925 | | 0.007308% | |
| Yarboro Investments LLC | 1,161,841 | | 1.433016% | |
| Total Limited Partnership Interests | 23,691,787 | | 29.221472% | |
| Total | 81,076,642 | | 100.000000% | |
SCHEDULE E
DESIGNATED PROPERTIES
Regional Center | Owning Entity (directly or through one or |
| more 100 percent affiliated entities) | |
Beverly Center | La Cienega Partners Limited Partnership | |
Cherry Creek | Taubman-Cherry Creek Limited Partnership |
Twelve Oaks | Twelve Oaks Mall, LLC | |
Short Hills | Short Hills Associates, LLC | |
Stamford Town Center | Rich-Taubman Associates | |
| | | | | |
Fee Interest Only in Land (i.e., exclusive of
any improvements thereon)
Oyster Bay..... ... ................... .............. .... | Woodland Investment Associates Limited |
| Partnership | |
Partridge Creek........ .................... ........ .... | Woodland Investment Associates Limited |
| Partnership | |
