SIXTH AMENDMENT TO THE SECOND AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP
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 XXXX-CO MANAGEMENT, INC., a Michigan corporation (“Xxxx-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.)
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Recitals: |
A. On September 30, 1998, TCO, TG, and Xxxx-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 Xxxx-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 Xxxx-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 Xxxx-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 Xxxx-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 Xxxx-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/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx |
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Its: |
Chairman, President and Chief | ||
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Executive Officer |
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TG PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership
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By: |
TG Michigan, Inc., a Michigan corporation, Managing General Partner |
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx |
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Its: |
Senior Vice President | ||
XXXX-CO MANAGEMENT, INC., a Michigan corporation
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx |
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Its: |
Chief Financial Officer | |
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2 |
SCHEDULE A
3/21/06
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UNITS OF PARTNERSHIP INTEREST, PERCENTAGE INTERESTS OF THE PARTNERS, GENERAL AND LIMITED | |||||
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No of Units |
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Percentage Interests |
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General partners |
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Taubman Centers, Inc. |
52,774,536 |
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65.092157% |
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TG Partners Limited Partnership |
4,605,361 |
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5.680256% |
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Xxxx-Co Management, Inc. |
4,958 |
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0.006115% |
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Total General Partnership Interests |
57,384,855 |
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70.778528% |
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Limited partners |
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Xxxxx Xxxxxx & Xxxxxx Xxxxx Xxxxxx Living Trust |
51,963 |
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0.064091% |
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Xxxxxxxxx Family Trust |
39,123 |
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0.048254% |
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Xxxxxxxx Xxxx |
258,153 |
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0.318406% |
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Xxxxx Xxxxxx |
18,448 |
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0.022754% |
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Xxxxx Xxxxxx |
33,404 |
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0.041201% |
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Xxxxxxx Xxxx Simon Revocable Trust |
66,413 |
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0.081914% |
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Xxxxxx X. Xxxxxxx, Xx. |
3,690 |
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0.004551% |
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G.K. Las Vegas Limited Partnership |
200,000 |
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0.246680% |
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Xxxxx X. Xxxxxxxx |
5,925 |
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0.007308% |
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Xxxxxx Xxxxx |
117,877 |
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0.145390% |
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Xxxxx X. Xxxxxx |
3,690 |
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0.004551% |
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Xxx X. Xxxxxx |
3,690 |
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0.004551% |
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Leech Investments LLC |
139,648 |
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0.172242% |
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Xxxxxxx Xxxxx |
107,877 |
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0.133056% |
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Xxxxxxxx Xxxxxx |
7,464 |
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0.009206% |
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Xxxxxxx X. Xxxxxxxx |
14,759 |
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0.018204% |
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Xxxxxxxx Xxxxxx Bourne |
33,404 |
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0.041201% |
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Norfolk Place Limited Partnership |
130,909 |
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0.161463% |
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Xxxxxx Associates LLC |
20,154 |
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0.024858% |
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R & W -- TRG L.L.C. |
1,338,496 |
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1.650902% |
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Residuary Trust - Xxxxxxx X. Xxxx |
7,380 |
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0.009102% |
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Xxxxxxx X. Xxxxx |
653,853 |
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0.806463% |
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RL Ventures, LLC |
578,346 |
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0.713332% |
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Xxxxxx X. Xxxxxxx |
5,925 |
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0.007308% |
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Xxx Xxxxxx, M.D. |
33,404 |
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0.041201% |
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X. X. Xxxx Living Trust |
7,380 |
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0.009102% |
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Xxxxx Xxxxxx |
18,448 |
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0.022754% |
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Xxxxxxx X. Xxxxxx |
132,826 |
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0.163828% |
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Xxxxxx Xxxxxx |
33,404 |
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0.041201% |
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Taubman Realty Ventures |
11,011 |
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0.013581% |
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TG Acquisitions |
445,191 |
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0.549099% |
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The A. Xxxxxx Xxxxxxx Restated Revocable Trust |
9,875 |
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0.012180% |
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The Xxxxx Real Properties Company |
98,061 |
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0.120949% |
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The Xxxxxx X. and Xxxxxx X. Xxxxx Trust |
51,718 |
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0.063789% |
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The Xxxxxx X. Xxxxxx Revocable Trust |
142,233 |
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0.175430% |
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TRA Partners |
17,699,879 |
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21.831046% |
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Xxxxxxx X. Xxxxxxx |
5,925 |
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0.007308% |
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Xxxxxxx Investments LLC |
1,161,841 |
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1.433016% |
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Total Limited Partnership Interests |
23,691,787 |
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29.221472% |
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Total |
81,076,642 |
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100.000000% |
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4 |
SCHEDULE E
DESIGNATED PROPERTIES
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Regional Center |
Owning Entity (directly or through one or | |
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more 100 percent affiliated entities) |
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Xxxxxxx Center |
La Cienega Partners Limited Partnership |
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Cherry Creek |
Xxxxxxx-Xxxxxx Creek Limited Partnership | ||||
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Twelve Oaks |
Twelve Oaks Mall, LLC |
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Short Hills |
Short Hills Associates, LLC |
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Stamford Town Center |
Xxxx-Xxxxxxx Associates |
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Fee Interest Only in Land (i.e., exclusive of
any improvements thereon)
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Oyster Bay..... ... ................... .............. .... |
Woodland Investment Associates Limited | |
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Partnership |
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Xxxxxxxxx Creek........ .................... ........ .... |
Woodland Investment Associates Limited | |
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Partnership |
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6 |
