form10k08ex10au.htm


    FIRST
AMENDMENT TO MASTER SERVICES AGREEMENT

    BETWEEN
THE TAUBMAN REALTY GROUP LIMITED

    PARTNERSHIP
AND THE TAUBMAN COMPANY LIMITED PARTNERSHIP

    


    THIS
FIRST AMENDMENT TO MASTER SERVICES AGREEMENT (this "Amendment"), made and
entered into as of the 30th day of September, 1998, by and between THE TAUBMAN
REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership, having an
address at 200 East Long Lake Road, Bloomfield Hills, Michigan 48304 ("Owner"), and THE TAUBMAN COMPANY
LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at 200
East Long Lake Road, Bloomfield Hills, Michigan 48304 ("Manager"), is based upon
the following:

    


    


    RECITALS:

    


    A.           Owner
and Manager entered into that certain Master Services Agreement (the
"Agreement") dated as of November 30, 1992.

    


    B.           Owner
and Manager now wish to amend the Agreement to provide for provisions relating
to the term of the Agreement and for certain other purposes.

    


    NOW
THEREFORE, the parties hereto agree that the Agreement is hereby amended as
follows:

    


    1.           Section
3.14 of the Agreement is hereby amended to add the following new paragraph at
the end thereof:

    


    "(3) In
the event this Agreement is terminated in accordance with the last sentence of
Section 9.1 hereof, Owner shall have the right, but not the obligation, to cause
any or all of the Owning Entities to terminate their respective Property
Services Agreements by delivering written notice of such termination to Manager
at the time of delivering written notice pursuant to the last sentence of
Section 9.1 hereof, such termination(s) to be effective on the date of
termination of this Agreement."

    


    2.           Section
9.1 of the Agreement is hereby amended to add the following at the end
thereof:

    


    "Such
mutual consent shall be deemed given absent written notice to the contrary from
one party to the other party given not less than one (1) year prior to the end
of the then-current term. Notwithstanding anything in this Section 9.1 to the
contrary, Owner shall have the right to terminate this Agreement at any time by
written notice to Manager, such termination to be effective thirty (30) Days
after the date of receipt of such notice and to be considered a failure by Owner
to renew this Agreement."

    


    3.           Inasmuch
as Owner's Partnership Committee has been eliminated, references in the
Agreement to "Partnership Committee" are hereby deleted.

    


    4.           Except
as expressly set forth herein, the terms of the Agreement continue unmodified
and are hereby ratified and confirmed.

    


    


    


    


    


    IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first above
written.

    


    


    THE
TAUBMAN REALTY GROUP LIMITED

    PARTNERSHIP, a Delaware
limited partnership

    


    By: /s/ Lisa A.
Payne                                                                           

           Lisa
A. Payne

    


    Its:
Authorized Signatory

    "Owner"

    


    THE
TAUBMAN COMPANY LIMITED

    PARTNERSHIP, a Delaware
limited Partnership

    


    By: /s/ Robert S.
Taubman                                                                           

          Robert
S. Taubman

    


    Its:
Authorized Signatory

    "Manager"