Exhibit 10.2
VIA FACSIMILE
November 16, 2004
Glenn Rudzewick
GS-MSD Select Sponsors, L.P.
C/O Goldman Sachs Asset Management
One New York Plaza
42nd Floor
New York, New York 10004
Fax: 212-428-1046
RE: 9% Series D Cumulative Redeemable Preferred Equity Notice of Redemption
Dear Glenn:
In accordance with Section iii (A) of Annex II to Second Amendment to the Second Amendment and Restatement of Agreement of Limited Partnership of The Taubman Realty Group Limited Partnership dated as of November 24, 1999 between and among Taubman Centers, Inc., TG Partners Limited Partnership and Taub-Co Management, Inc., this letter serves as notice of redemption of all of the $25,000,000 of 9% Series D Cumulative Redeemable Preferred Equity on the Redemption Date of November 23, 2004.
The Redemption Price will include the $25,000,000 contributed capital plus the Unpaid Series D Preferred Return as of November 23, 2004 of $325,000 for a total Redemption Price of $25,325,000. The settlement amount will include the Redemption Price less your estimated state nonresident partner withholding taxes that will be determined prior to the Redemption Date. Any difference between the estimated state withholding tax and the final withholding tax after completion of year-end tax returns will be refunded to you.
A Certificate of Withdrawal is to be delivered to my attention at the above address in exchange for payment of the settlement amount which will be wired to your Investors Bank & Trust account on November 23, 2004.
If you have any questions, please call me at (248) 258-7258.
Sincerely,
/s/ Steven E. Eder
Steven E. Eder
Authorized Signatory
The Taubman Realty Group Limited Partnership
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| CC: | Lisa Payne
Ken Gold - Miro
Liesl Maloney - Honigman
Mike Graziano - Goldman Sachs |
