FIRST AMENDMENT
TO
THE SECOND AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP
OF
THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP
THIS FIRST AMENDMENT (this "Amendment") TO THE SECOND AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED
PARTNERSHIP OF THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP (the "Partnership Agreement") is made as of the 4th
day of March, 1999 by, between, and among TAUBMAN CENTERS, INC., a Michigan corporation, TG PARTNERS LIMITED
PARTNERSHIP, a Delaware limited partnership, and XXXX-CO MANAGEMENT, INC., a Michigan corporation, who as the
Appointing Persons pursuant to Section 13.11 of the Partnership Agreement have the full power and authority to
amend the Partnership Agreement on behalf of all the partners in the Partnership with respect to the matters
provided in this Amendment.
RECITALS:
A. On September 30, 1998, the parties to this Amendment entered into the Partnership Agreement as an
amendment and restatement of the then-existing partnership agreement (the "Amended and Restated
Agreement") of The Taubman Realty Group Limited Partnership, a Delaware limited partnership (the
"Partnership"), as authorized under Section 13.11 of the Amended and Restated Agreement.
B. As authorized under Section 13.11 of the Partnership Agreement, the parties wish to amend the
Partnership Agreement to facilitate a proposed pledge of Units of Partnership Interest in the
Partnership.
NOW, THEREFORE, the parties, intending to be legally bound, agree that the Partnership Agreement is
amended as set forth below.
1. Section 8.1(b) of the Partnership Agreement is amended by inserting the following as the third
and final paragraph of Section 8.1(b):
In addition to the foregoing, in connection with a financing transaction, any Record
Partner (other than TCO) may pledge some or all of the Units of Partnership Interest
that such Record Partner owns on the effective date of the pledge (the "Pledge Units")
to any Person (the "Pledgee"), subject to the restrictions set forth in this paragraph
of Section 8.1(b). Before effecting the pledge of any Pledge Units, the pledging
Partner must first receive a Transfer Determination with respect to the pledge, and
the Pledgee must irrevocably agree, pursuant to a written instrument acceptable to the
Managing General Partner, that (A) unless (i) the Pledgee is a Person described in the
preceding paragraphs of this Section 8.1(b) as a Person to whom a Partner may Transfer
its Partnership Interest (a "Permitted Transferee") and (ii) the Managing General
Partner has agreed, in writing, to the admission of the Pledgee as a substitute
Partner with respect to some or all of the Pledge Units upon a default under the loan
to be secured by the pledge of Pledge Units, (B) the Pledgee (1) shall not, at any
time, have or exercise any rights as a Partner with respect to any of the Pledge Units
(including any right to consent or vote with respect to any matter affecting the
Partnership), other than (a) the right to receive any distributions from the
Partnership that are or may be payable with respect to the Pledge Units as and when
the same become payable and (b) the right to receive the return of any contribution to
which the pledging Partner would be entitled with respect to the Pledge Units, and (2)
shall not, upon the pledging Partner's default or otherwise, have any right (or claim
or attempt to exercise any right) to Transfer (or cause the Transfer of) the Pledge
Units (or any interest in the Pledge Units) other than to TCO in exchange for Equity
Shares or another Permitted Transferee.
2. The parties confirm that the Partnership Agreement, as expressly amended by this Amendment, is
and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first written above.
TAUBMAN CENTERS, INC., a Michigan corporation
By: /s/ Xxxxxx X. Xxxxxxx
______________________________
Xxxxxx X. Xxxxxxx
Its: President and Chief Executive Officer
TG PARTNERS LIMITED PARTNERSHIP, a
Delaware limited partnership
By: TG Michigan, Inc.
Its: Managing General Partner
By: /s/ A. Xxxxxx Xxxxxxx
_____________________________
A. Xxxxxx Xxxxxxx
Its: Chairman of the Board
XXXX-CO MANAGEMENT, INC., a
Michigan corporation
By: /s/ Xxxxxx X. Xxxxxxx
_____________________________
Xxxxxx X. Xxxxxxx
Its: President and Chief Executive Officer
