exv10wv







Exhibit 10 (v)




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 TAUB-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/ Robert S. Taubman
 	 
	 	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. Alfred Taubman
 	 
	 	Its: 	Chairman of the Board 	 
	 	 	 	 
	 
	 	TAUB-CO MANAGEMENT, INC., a Michigan corporation


 	 
	 	By:  	/s/ Robert S. Taubman
 	 
	 	Its: 	President and Chief Executive Officer