exv10ws






Exhibit 10 (s)




ANNEX TO SECOND AMENDMENT TO THE SECOND

AMENDMENT AND RESTATEMENT OF AGREEMENT OF

LIMITED PARTNERSHIP OF THE TAUBMAN

REALTY GROUP LIMITED PARTNERSHIP

Designation, Distribution, Redemption, Exchange, and Consent Provisions

with Respect to the 9% Series C Cumulative Redeemable Preferred Equity




     THIS ANNEX (this “Annex”) TO THE SECOND AMENDMENT (the “Second Amendment”) TO
THE SECOND AMENDMENT AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF THE TAUBMAN REALTY
GROUP LIMITED PARTNERSHIP (as amended through the date hereof, the “Partnership
Agreement”), entered into effective September 3, 1999, serves as a further amendment to the
Partnership Agreement entered into pursuant to Section 4.1(c) of the Partnership Agreement, and is
made by, between, and among TAUBMAN CENTERS, INC., a Michigan corporation (“TCO”), TG
PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership (“TG”), and TAUB-CO
MANAGEMENT, INC., a Michigan corporation (“Taub-Co”), 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 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 Partnership Agreement.)



     A. On September 3, 1999, TCO, TG, and Taub-Co entered into the Second Amendment to provide for
the contribution of preferred capital to the Partnership in exchange for a preferred equity
interest, and for certain other purposes.



     B. Pursuant to Section 4.1(c) of the Partnership Agreement and as authorized by Section 13.11
of the Partnership Agreement, the parties hereto wish to enter into this Annex to













 






provide for the
designation, distribution, redemption, exchange, and consent
provisions with respect to that certain series of Parity Preferred Equity herein designated as “9%
Series C Cumulative Redeemable Preferred Equity.”




     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


(i) Designation: There is hereby established a series of Parity Preferred Equity designated “9%
Series C Cumulative Redeemable Preferred Equity” (the “Series C Preferred Equity”). The
Parity Preferred Rate with respect to the Series C Preferred Equity is hereby designated as nine
percent (9%) per annum. The Parity Preferred Return in respect of the Series C Preferred Equity is
hereinafter referred to as the “Series C Return.” The holder of the Series C Preferred
Equity is hereinafter referred to as the “Series C Preferred Partner.” The Parity
Preferred Equity Balance of the Series C Preferred Partner is hereinafter referred to as the
“Series C Preferred Equity Balance”. The Unpaid Parity Preferred Return of the Series C
Preferred Partner is hereinafter referred to as the “Unpaid Series C Preferred Return”.



(ii) Payment of Distributions/Allocations: The Series C Preferred Partner shall be entitled to
receive cumulative cash distributions equal to the Series C Preferred Return. Such distributions
shall accrue from the date of the contribution to the Partnership of the Series C Preferred Equity,
and shall be payable when, as and if determined by the Managing General Partner, on or before the
last Day of each March, June, September, and December of each Partnership Fiscal Year (a
“Distribution Date”) and on a priority basis as against all distributions other than those
required to be made under the Partnership Agreement and other than distributions required by any
series of Preferred Equity existing as of the date hereof or any other series of Parity Preferred
Equity. The amount of the distribution payable for any period shall be computed on the basis of a
360-Day year of twelve 30-Day months and for any period shorter than a full quarterly period for
which distributions are computed, the amount




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of the distribution payable shall be computed on the
basis of the actual number of days elapsed in such a 30-Day month. If any date on which
distributions are to be made on the Series C Preferred Equity is not a
Business Day, then payment of the distribution to be made on such date shall be made on the next
succeeding Day that is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding Partnership Fiscal Year,
such payment shall be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date. Notwithstanding the foregoing, no distribution shall be
made to the Series C Preferred Partner which would reduce its Adjusted Capital Account Balance
below zero. Distributions on the Series C Preferred Equity shall be made to the Series C Preferred
Partner of record on the fifteenth (15th) Day of the calendar month in which the
applicable Distribution Date falls or such other date established by the Managing General Partner
for determining the holders of record of the Series C Preferred Equity for such distribution (the
“Distribution Record Date”), which date shall not be more than thirty (30) Days nor less
than ten (10) Days prior to such Distribution Date. In the event of the issuance of Series C
Preferred Stock (as defined below), the Distribution Record Date for the Series C Preferred Equity
shall be the Dividend Record Date (as defined in the Restated Articles of Incorporation of TCO, as
amended) for the Series C Preferred Stock. Unpaid Series C Preferred Return will not compound.
The Series C Preferred Equity Balance distributed to the Series C Preferred Partner pursuant to
Section 11.1(a)(5) of the Partnership Agreement shall be computed after giving effect to a
“book-up” of all Partnership assets to their respective fair market values and allocations under
the Partnership Agreement of Profits and Losses resulting therefrom.




     In no event shall Profits for any Partnership Fiscal Year allocated to the Series C Preferred
Partner exceed nineteen and 95/100ths percent (19.95%) of the Profits of the Partnership for such
Partnership Fiscal Year (the “19.95% Profits Allocation Limit”), provided however, that the
19.95%



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Profits Allocation Limit will not apply to TCO. Further, in applying Section 704(c) of the
Code with respect to the Series C Preferred Partner, the Partnership shall, consistent with the
requirements of the applicable Regulations, utilize a reasonable method of allocation, provided
that such method shall not have the effect of allocating to the Series C Preferred Partner a
greater amount of taxable income for any
Partnership Fiscal Year than the amount of Profits allocated to the Series C Preferred Partner for
such Partnership Fiscal Year.





	(iii)	 	Optional Redemption:





     (A) Partnership’s Redemption Right: The Series C Preferred Equity is not redeemable prior to
September 3, 2004. On or after September 3, 2004, the Partnership, at its option, upon not less
than thirty (30) nor more than sixty (60) Days’ written notice, may redeem the Series C Preferred
Equity, in whole or in part, at any time and from time to time, at a redemption price (the
“Redemption Price”), payable in cash equal in amount to the amount of contributed capital
plus Unpaid Series C Preferred Return, in each case, with respect to that portion of the Series C
Preferred Equity Balance being redeemed. Immediately prior to such redemption, the Capital
Accounts of the Partnership shall be adjusted to give effect to a “book-up” of all Partnership
assets to their respective fair market values and allocations under the Partnership Agreement of
Profits and Losses resulting therefrom. If less than all of the Series C Preferred Equity is
redeemed, the Capital Account of the holder of the Series C Preferred Equity shall, as a result of
the redemption, be reduced by only the portion of such Capital Account attributable to the interest
redeemed.



     (B) Limitations on Redemption:



          Unless the accrued Series C Return has been distributed in full for all quarterly distribution
periods terminating on or prior to the date of redemption, the Partnership may not redeem less than
the entire outstanding amount of the Series C Preferred
Equity. Further, the Redemption Price
(other than the portion thereof consisting of Unpaid Series C Preferred




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Return) shall be payable
solely out of the sale proceeds of other “partnership interests” of the Partnership, or “capital
stock” of TCO. For purposes of the preceding sentence, the term “partnership interests” and
“capital stock” means any equity securities of the Partnership and/or TCO, respectively (including
“Units of Partnership Interests”, “preferred equity interests”, “common stock” and “preferred
stock”), shares, interest, participation, or other ownership interests (however designated)
and any rights (other than debt securities convertible into or exchangeable for equity
securities) or options to purchase any of the foregoing.




     (C) Procedure for Redemption: Notice of redemption shall be (i) faxed and (ii) mailed by the
Partnership, by certified mail, postage prepaid, not less than thirty (30) nor more than sixty (60)
Days prior to the Redemption Date (as defined below), addressed to the Series C Preferred Partner
at its address as it appears on the records of the Partnership. In addition to any information
required by law, each such notice shall state: (a) the redemption date (the “Redemption
Date”), (b) the Redemption Price, (c) the percentage of the Series C Preferred Equity to be
redeemed, and (d) the place where a Certificate of Withdrawal in the form of Exhibit 1 hereto, is
to be delivered in exchange for payment of the Redemption Price.



     If the Partnership gives a notice of redemption in respect of the Series C Preferred Equity or
any portion thereof (which notice shall be irrevocable) then, by 12:00 noon, New York City time, on
the Redemption Date, the Partnership shall deposit irrevocably in trust for the benefit of the
Series C Preferred Partner funds sufficient to pay the Redemption Price and shall give irrevocable
instructions and authority to pay such Redemption Price to the Series C Preferred Partner upon
delivery of a Certificate of Withdrawal at the place designated in the notice of redemption. If
any date fixed for redemption of the Series C Preferred Equity is not a Business Day, then payment
of the Redemption Price shall be made on the next succeeding Business Day (without any interest or
any payment in respect of any such delay) except that if such Business Day falls in the next
calendar year, such payment shall be made on the



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immediately preceding Business Day, in each case
with the same force and effect as if made on the Redemption Date. If payment of the Redemption
Price is improperly withheld or refused and not paid by the Partnership, the Series C Return on the
portion of the Series C Preferred Equity to be redeemed shall continue to accrue from the
Redemption Date to the date of payment, in which case the actual payment date will be considered
the date fixed for redemption in the redemption notice for purposes of calculating the applicable
Redemption Price.





	(iv)	 	Exchange Rights:





     (A) Right to Exchange:



          (1) The Series C Preferred Equity shall be exchangeable in whole but not in part unless
expressly otherwise provided herein at any time on or after September 3, 2009 for Series C
Preferred Stock of TCO (the “Series C Preferred Stock”) at an exchange rate (the
"Exchange Rate”) of Seventy Five Dollars ($75) of Series C Preferred Equity Balance (as
computed after giving effect to a “book-up” of all Partnership assets to their respective fair
market values and allocations under the Partnership Agreement of Profits and Losses resulting
therefrom but in no event shall such Series C Preferred Equity Balance (as so computed) exceed an
amount equal to the capital contribution plus any Unpaid Series C Preferred Return) for one (1)
share of Series C Preferred Stock to be delivered by TCO, subject to adjustment as described below.
In the event of an exchange, the Unallocated Series C Preferred Return shall be reduced to zero.
At such time as TCO receives approval to amend its Restated Articles of Incorporation, as amended,
to increase the number of authorized shares of Preferred Stock (as defined therein), and further
amends such Restated Articles of Incorporation, as amended, by increasing the number of shares of
Series C Preferred Stock to Two Million (2,000,000) shares, which amendments TCO has undertaken to
use its commercially reasonable efforts to cause to





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be made, the Exchange Rate will be reduced to
Thirty-Seven and 50/100 Dollars ($37.50). The terms of the Series C Preferred Stock shall be as
set forth on Schedule A attached hereto. Notwithstanding the foregoing, the Series C Preferred
Equity shall become exchangeable at any time, in whole but not in part unless expressly provided
otherwise herein, for Series C Preferred Stock if (x) at any time the accrued Series C Return shall
not have been distributed in full to the Series C Preferred Partner with respect to six (6) prior
quarterly distribution periods, whether or not consecutive, provided, however, a distribution of
the Series C Return shall be considered timely if made within two (2) Business Days after the
Distribution Date for the Series C Return if at the time of such late payment there shall not
be any prior quarterly distribution periods in respect of which the full amount of the accrued
Series C Return was not timely made or (y) upon receipt by the Series C Preferred Partner of (a)
notice from the Managing General Partner that the Partnership has taken the position that the
Partnership is, or upon the consummation of an identified event in the immediate future will be
taxable as a corporation and (b) an opinion rendered by independent counsel familiar with such
matters addressed to the Series C Preferred Partner that the Partnership is or likely is, or upon
the occurrence of an identified event in the immediate future will be or likely will be, taxable as
a corporation. The Series C Preferred Equity may be exchanged, in whole but not in part, for
Series C Preferred Stock if the Series C Preferred Partner concludes at any time that there exists
in the reasonable judgment of the Series C Preferred Partner an imminent and substantial risk that
the Series C Preferred Partner’s interest in the Partnership represents or will represent more than
nineteen and 95/100ths percent (19.95%) of the capital or profits of the Partnership determined in
accordance with Regulations Section 1.731-2(e)(4). In addition, if the Partnership sells in one
(1) or more taxable transactions two (2) or more properties on Schedule E to the Partnership
Agreement, and after giving effect to such sales or exchanges (and related tax distributions by the
Partnership) it is reasonably expected that the net income of the Partnership as computed on




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the
basis of tax depreciation and not book depreciation will be below $33.75 million for the taxable
year of the sale or the next succeeding taxable year, then the Series C Preferred Equity shall be
exchangeable, in whole, but not in part, at the exchange rate set forth above. Further, the Series
C Preferred Equity shall be exchangeable, in whole but not in part at the exchange rate set forth
above, if the Series C Preferred Partner, in its reasonable judgment, determines that less than
ninety percent (90%) of the gross income of the Partnership for any taxable year will or will
likely constitute “qualifying income” within the meaning of Section 7704(d) of the Code.




          (2) Notwithstanding anything to the contrary set forth in Paragraph (iv)(A)(1) above, if an
Exchange Notice (as defined below) has been delivered to TCO, then
TCO may, at its option, within thirty (30) Business Days after receipt of the Exchange Notice,
purchase directly or elect to cause the Partnership to redeem, all or a portion of the outstanding
Series C Preferred Equity by redeeming or, as applicable, purchasing, the corresponding portion of
the Series C Preferred Equity Balance (in each case, as computed after giving effect to a “book-up”
of all Partnership assets to their respective fair market values and allocations under the
Partnership Agreement of Profits and Losses resulting therefrom) for cash in an amount equal to the
Series C Preferred Equity Balance or portion thereof being redeemed.




          (3) In the event an exchange of the Series C Preferred Equity would violate the provisions on
ownership limitation of TCO as set forth in the Restated Articles of Incorporation of TCO, as
amended, the Series C Preferred Partner shall be entitled to exchange, pursuant to the provisions
of Paragraph (iv)(A)(1) hereof, a percentage of the Series C Preferred Equity Balance that would
comply with the provisions on ownership limitation of TCO and any portion of the Series C Preferred
Equity Balance not so exchanged (the “Excess Preferred Equity”) shall be redeemed by the
Partnership for cash in an amount equal to the Series C Preferred Equity Balance allocable to the
Excess Preferred Equity, subject to any




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restriction thereon contained in any debt instrument or
agreement of the Partnership and provided that such redemption would not adversely impact the
rating of any outstanding debt of the Partnership.




     (B) Procedure for Exchange and/or Redemption of Series C Preferred Equity:



          (1) Any exchange shall be exercised pursuant to a notice of exchange (the “Exchange
Notice”) delivered to TCO by the Series C Preferred Partner by (a) fax and (b) by certified
mail, postage prepaid. TCO may effect any exchange of the Series C Preferred Equity or exercise its
option to cause the Partnership to redeem any portion of the Series C Preferred Equity for cash
pursuant to Paragraph (iv)(A)(2) above or redeem Excess Preferred Equity pursuant to Paragraph
(iv)(A)(3) above by delivering to the Preferred Equity Partner, within thirty (30) Business Days
after receipt of the Exchange Notice, (a) if TCO elects to acquire any of the Series C Preferred
Equity then outstanding,
(1) a written notice stating (A) the date of the exchange, which may be the date of such
written notice or any other date which is not later than sixty (60) Days after the receipt of the
Exchange Notice, and (B) the place where the Certificate of Withdrawal is to be delivered and (2)
certificates representing the Series C Preferred Stock being issued in exchange for the Series C
Preferred Equity and corresponding Series C Preferred Equity Balance being exchanged, or (b) if TCO
elects to cause the Partnership to redeem all of the Series C Preferred Equity then outstanding in
exchange for cash or elects to cause the Partnership to redeem any Excess Preferred Equity for
cash, a written notice stating (1) the redemption date, which may be the date of such written
notice or any other date which is not later than sixty (60) Days after the receipt of the Exchange
Notice, (2) the redemption price, and (3) the place where the Certificate of Withdrawal is to be
delivered. The Series C Preferred Equity shall be deemed canceled simultaneously with the delivery
of the Certificate of Withdrawal (with respect to the Series C Preferred Equity Balance exchanged)
or simultaneously with the redemption date (with respect to Series C Preferred Equity Balance






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redeemed). Notwithstanding anything to the contrary contained herein, any and all Series C
Preferred Equity to be exchanged for Series C Preferred Stock pursuant to this Paragraph (iv) shall
be so exchanged in a single transaction at one (1) time. As a condition to exchange, TCO may
require the Series C Preferred Partner to make such representations and warranties including,
without limitation, warranties as to ownership and absence of restrictions, liens, and encumbrances
and representations as may be reasonably necessary for TCO to establish that the issuance of Series
C Preferred Stock pursuant to the exchange shall not be required to be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws.
Any Series C Preferred Stock issued pursuant to this Paragraph (iv) shall be delivered as shares
which are duly authorized, validly issued, fully paid, and nonassessable, free of any pledge, lien,
encumbrance or restriction other than those provided in the Restated Articles of Incorporation, as
amended, the Restated By-Laws of TCO, the Securities Act, and relevant state securities or blue sky
laws. The certificates representing the Series C Preferred
Stock issued upon exchange of the Series C Preferred Equity shall contain the following
legend:




     THE AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS THE SAME MAY BE AMENDED (THE
“ARTICLES”), IMPOSE CERTAIN RESTRICTIONS ON THE TRANSFER AND OWNERSHIP OF THE SHARES REPRESENTED BY
THIS CERTIFICATE BASED UPON THE PERCENTAGE OF THE OUTSTANDING SHARES OWNED BY THE SHAREHOLDER. AT
NO CHARGE, ANY SHAREHOLDER MAY RECEIVE A WRITTEN STATEMENT OF THE RESTRICTIONS ON TRANSFER AND
OWNERSHIP THAT ARE IMPOSED BY THE ARTICLES.



     THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT), OR (B) IF THE



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CORPORATION HAS BEEN
FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY,
OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION, OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE
RULES AND REGULATIONS THEREUNDER.




          (2) In the event of an exchange of the Series C Preferred Equity for Series C Preferred Stock,
fractional Series C Preferred Stock of TCO is not to be issued upon the exchange but, in lieu
thereof, TCO shall pay a cash adjustment based on the fair market value of the Series C Preferred
Stock on the Day prior to the exchange date as determined in good faith by the Board of Directors
of TCO.




          (3) Adjustment of Exchange Price. In the event that TCO shall be a party to any transaction
(including, without limitation, a merger, consolidation, statutory share exchange, tender offer for
all or substantially all of TCO’s capital stock, or sale of all or substantially all of TCO’s
assets), in each case as a result of which the Series C Preferred Stock will be converted into the
right to receive shares of capital stock, other securities or
other property (including cash or any combination thereof), the Series C Preferred Equity
Balance will thereafter be exchangeable into the kind and amount of shares of capital stock and
other securities and property receivable (including cash or any combination thereof) upon the
consummation of such transaction by a holder of that number of Series C Preferred Stock of TCO or
fraction thereof into which the Series C Preferred Equity Balance was exchangeable immediately
prior to such transaction. TCO may not become a party to any such transaction unless the terms
thereof are consistent with the foregoing.



(v) No Other Conversion Rights. Subject to TCO’s right to convert the Series C Preferred Equity
Balance to an Additional Interest pursuant to Section 8.1(c) of the Partnership




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Agreement, the
Series C Preferred Partner shall not have any right to convert the Series C Preferred Equity
Balance or any portion thereof into any other securities of, or interest in, the Partnership.



(vi) No Sinking Fund: No sinking fund shall be required for the retirement or redemption of the
Series C Preferred Equity Balance.



(vii) Certain Voting Rights: The Series C Preferred Partner shall not have any voting rights or
rights to consent to any Partnership matter requiring the consent or approval of Partners, except
as set forth below.




     So long as any Series C Preferred Equity Balance remains outstanding, the Partnership shall
not, without the affirmative vote of Series C Preferred Partners holding at least two-thirds
(2/3rds) of the Series C Preferred Equity Balance at the time, (x) authorize or create, or increase
the authorized or issued amount of, any class or series of Partnership Interests ranking senior to
the Series C Preferred Equity with respect to payment of distributions or rights upon liquidation,
dissolution, or winding up (including, without limitation, any future issuances of Preferred
Equity), or reclassify any Partnership Interests of the Partnership into any such Partnership
Interest, or create, authorize or issue any obligations or security convertible into or
exchangeable for or evidencing the right to purchase any such Partnership Interests, (y)
consolidate, merge into or with, or convey, transfer or lease its assets substantially as an
entirety to, any corporation or other entity,
or amend or alter Sections 1.2, 1.3, 1.4, 5.1, 5.2(a)(i), 5.5, 5.7(a), 6.10, 8.1(a), 8.1(c), or
11.1(a)(5) of the Partnership Agreement or any other sections of the Partnership Agreement which
would affect such sections, or the rights or obligations of the Series C Preferred Partner under
the Partnership Agreement, or this Annex, whether by merger, consolidation, amendment or otherwise,
in each such case in a manner that would materially and adversely affect the rights of the Series C
Preferred Equity or the Series C Preferred Partner; provided, however, that with respect to the
occurrence of any event set forth



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in clause (y) above, so long as (1) the Partnership is the
surviving entity and the Series C Preferred Equity remains outstanding with the terms thereof
unchanged, or (2) the resulting, surviving or transferee entity is a partnership, limited liability
company, or other pass-through entity organized under the laws of any state and substitutes for the
Series C Preferred Equity other interests in such entity having substantially the same terms and
rights as the Series C Preferred Equity, including with respect to distributions, redemptions,
transfers, voting rights, and rights upon liquidation, then the occurrence of any such event shall
not be deemed to materially and adversely affect such rights of the Series C Preferred Partner; and
provided further, that any increase or issuance in the amount of Partnership Interests or the
creation or issuance of any other class or series of Partnership Interests, in each case ranking
(a) junior to the Series C Preferred Equity with respect to payment of distributions or the
distribution of assets upon liquidation, or (b) on a parity to the Series C Preferred Equity with
respect to payment of distributions or the distribution of assets upon liquidation shall not be
deemed to materially and adversely affect such rights.




     Notwithstanding anything to the contrary contained herein or in the Partnership Agreement, in
determining what is a class or series ranking senior, or on parity to the Series C Preferred
Equity, the 19.95% Profits Allocation Limit shall be disregarded.



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     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 Annex as of the
date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	TAUBMAN CENTERS, INC., a Michigan	 	 
	 	 	corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lisa A. Payne	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Its: 	 	Executive Vice President	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TG PARTNERS LIMITED PARTNERSHIP, a	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TG Michigan, Inc., a Michigan	 	 
	 	 	 	 	Corporation, Managing General	 	 
	 	 	 	 	Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Robert S Taubman	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its: 
	 	President	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TAUB-CO MANAGEMENT, INC.,	 	 
	 	 	a Michigan corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lisa A. Payne	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Its:	 	Executive Vice President	 	 
	 	 	 	 	 	 	 






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