Exhibit








Exhibit 10.1


THIRD AMENDMENT TO THE THIRD AMENDMENT AND
RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF
THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP




THIS THIRD AMENDMENT (this "Amendment") TO THE THIRD AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP (the “Partnership Agreement”) is entered into effective as of April 13, 2020, and is made by and between TAUBMAN CENTERS, INC., a Michigan corporation ("TCO"), and TG PARTNERS, LLC, a Delaware limited liability company (“TG”), who, as the Appointing Persons, have the full power and authority pursuant to Section 13.11 of the Partnership Agreement, to amend the Partnership Agreement on behalf of all of the Partners of 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 Partnership Agreement.)


Recitals:


A.    On December 12, 2012, TCO and TG entered into the Partnership Agreement as an amendment and restatement of the then-existing partnership agreement, as authorized under Section 13.11 of such agreement.


B.    On June 1, 2016, TCO and TG entered into that certain First Amendment to the Partnership Agreement to provide for the issuance of Profits Units to certain employees of The Taubman Company LLC in accordance with the provisions of an Award Agreement under The Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, as amended, and for certain other reasons.


C.    On December 18, 2018, TCO and TG entered into that certain Second Amendment to the Partnership Agreement to reflect certain changes to the federal income tax audit procedures and changes to certain state partnership income tax laws.


D.    As authorized under Section 13.11 of the Partnership Agreement, the parties hereto wish to further amend the Partnership Agreement (as amended by the First Amendment and the Second Amendment, the “Amended Partnership Agreement”) to change the timing of certain distributions to the Partners.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Amended Partnership Agreement is amended as follows:

















1.    Section 5.2(a)(ii) of the Amended Partnership Agreement is hereby deleted in its entirety, and the following is substituted in the place thereof:


(ii)    a cash distribution shall be made to the Partners in accordance with their respective Percentage Interests, not later than the fifteenth (15th) Day of each month (the “Distribution Date”) of each Partnership Fiscal Year, in an amount equal to one-twelfth (1/12th) of the Required Distribution Amount for such Partnership Fiscal Year; provided, however, that the distributions to be made on  April 15, 2020 and May 15, 2020 shall be postponed to the June 15, 2020 Distribution Date, with written notice to the Partners given prior to April 15, 2020.


2.    As amended by this Amendment, all of the provisions of the Amended 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 of the Partnership Agreement, 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/ Simon J. Leopold                                               
      Simon J. Leopold


Its: Chief Financial Officer    


TG PARTNERS, LLC, a Delaware limited liability company


By:    TG Michigan, Inc., a Michigan corporation, Manager


By: /s/ Robert S. Taubman                                             
    Robert S. Taubman


Its: President and Chief Executive Officer