PURCHASE AGREEMENT

Exhibit 99.1

This Purchase Agreement (this “Agreement”), dated as of February 9, 2006, is by and among Xxxxx & Steers Capital Management, Inc. (“Xxxxx & Steers”), on behalf of the client accounts of Xxxxx & Steers, as set forth on Schedule A (each a “PURCHASER” and collectively the "PURCHASERS"), and Tanger Factory Outlet Centers, Inc. (the “SELLER”).

WHEREAS, the PURCHASERS, desire to purchase from SELLER, and SELLER desires to issue and sell to PURCHASERS, in the aggregate 400,000 shares of 7.5% Class C Preferred Shares of SELLER, par value $0.01 per share (the “Class C Preferred Shares”), with the number of Class C Preferred Shares acquired by each PURCHASER set forth on Schedule A.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1. Purchase and Sale. Subject to the terms and conditions hereof, the PURCHASERS hereby agree to purchase from SELLER, and SELLER agrees to issue and sell to PURCHASERS, the Class C Preferred Shares at a price per share of $24.51 for an aggregate purchase amount of $9,804,000 (the “Purchase Price”).

2. Representations and Warranties of PURCHASER. Each PURCHASER represents and warrants that:

(a) Due Authorization. The PURCHASER is duly authorized to purchase the Class C Preferred Shares. This Agreement has been duly authorized, executed and delivered by the PURCHASER and constitutes a legal, valid and binding agreement of the PURCHASER, enforceable against the PURCHASER in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought.

(b) Prospectus and Prospectus Supplement. The PURCHASER has received a copy of SELLER’s Prospectus dated September 7, 2005, and Prospectus Supplement dated February 9, 2006 (collectively, the “Prospectus”).

3. Representations and Warranties of SELLER. SELLER represents and warrants that:

(a) Due Authorization. This Agreement has been duly authorized, executed and delivered by SELLER and constitutes a legal, valid and binding agreement of SELLER, enforceable against SELLER in accordance with its terms except as may be limited by

(i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors; or

(ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought.

(b) Organization and Authority. SELLER has been duly organized and is validly existing in good standing under the laws of North Carolina, with full power and authority to own or lease and occupy its properties and conduct its business as described in the Prospectus.

(c) Issuance of the Class C Preferred Shares. The Class C Preferred Shares have been duly and validly authorized and, when issued and delivered pursuant to this Agreement, will be fully paid and nonassessable and will be listed, subject to notice of issuance, on the New York Stock Exchange effective as of the Closing (as defined in Paragraph 6 of this Agreement).

(d) Absence of Conflicts. The execution, delivery and performance of this Agreement and the consummation of transactions contemplated herein do not and will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the SELLER.

4. Representations and Warranties of Xxxxx & Steers. Xxxxx & Steers hereby represents and warrants that:

(a) It is an investment adviser duly registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940.

(b) It has been duly authorized to act as investment adviser on behalf of each PURCHASER.

(d) This Agreement has been duly executed and delivered by Xxxxx & Steers and constitutes a legal, valid and binding agreement of Xxxxx & Steers, enforceable against Xxxxx & Steers in accordance with its terms except as may be limited by

(i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors; or

(e) The PURCHASERS are not acquiring the Class C Preferred Shares with a view to any distribution thereof that would violate the Securities Act or any other applicable securities laws.

5. Additional Representations of Xxxxx & Steers.

(a) Xxxxx & Steers desires to acquire the Class C Preferred Shares on behalf of the PURCHASERS. The Class C Preferred Shares would constitute approximately 18.4% of the outstanding shares of Class C preferred stock of the Company. Although Xxxxx & Steers may have the authority to vote proxies on the Class C Preferred Shares, to the extent applicable, on behalf of the PURCHASERS, and Xxxxx & Steers has the authority to dispose of the Class C Preferred Shares on behalf of the PURCHASERS, Xxxxx & Steers will not have any economic rights associated with the Class C Preferred Shares; all dividends and sales proceeds associated with the Class C Preferred Shares will be for the benefit of the PURCHASERS (and not Xxxxx & Steers).

(b) No PURCHASER will have actual, Beneficial or Constructive Ownership of Class C Preferred Shares that constitute greater than 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Class C preferred stock of the Company.

(c) Xxxxx & Steers will not own, actually, Beneficially or Constructively, for its own benefit Class C Preferred Shares that constitute greater than 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Class C preferred stock of the Company.

(d) Xxxxx & Steers acknowledges its understanding that the Class C Preferred Shares are subject to certain restrictions set forth in the Company’s Articles of Incorporation. Xxxxx & Steers further acknowledges its understanding that if any such restrictions are violated or if any of the above representations, warranties, or agreements are violated, a portion of the Class C Preferred Shares may be automatically transferred to a trust (as provided in the Company’s Articles of Incorporation) and that, if so transferred, Xxxxx & Steers’ ownership rights in such Class C Preferred Shares will be terminated.

(e) For purposes of the above representations, Beneficial Ownership of stock is determined by applying attribution rules set forth in § 544 of the Internal Revenue Code of 1986, as amended (the “Code”), as modified by Code § 856(h)(1)(B). The term Beneficially shall have the correlative meaning. A summary of these rules is attached as Schedule B.

(f) For purposes of the above representations, Constructive Ownership of stock is determined by applying attribution rules set forth in § 318 of the Code, as modified by § 856(d)(5) of the Code. The term Constructively shall have the correlative meaning. A summary of these rules is attached as Schedule C.

6. Conditions to Obligations of the Parties. The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

(a) each of the representations and warranties of the parties hereto shall be true and correct in all respects;

(b) Xxxxx & Steers shall have received the favorable opinion of counsel to the Seller as to valid authorization and issuance of the Class C Preferred Shares.

7. Closing. The transactions contemplated hereby shall be consummated on February 16, 2006 (such time and date of payment and delivery being herein called the “Closing”). At the Closing, settlement shall occur through Xxxxxx & Co. LP, or an affiliate thereof (the “Broker”), on a delivery versus payment basis through the DTC ID System, with the PURCHASERS, in the aggregate, and the SELLER, to each pay half of the Broker settlement costs.

8. Governing Law. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of New York.

9. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in a writing that is executed by each of the parties hereto.

10. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

TANGER FACTORY OUTLET CENTERS, INC.

By: ________________________

Name:

Title:

XXXXX & STEERS CAPITAL MANAGEMENT, INC., on behalf of itself and each PURCHASER set forth on Schedule A

By: ________________________

Name: Xxxxxxx X. Xxxxxxx

Title: Senior Vice President

SCHEDULE B

The term “Beneficially Owns” means ownership determined through the application of the constructive ownership rules of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. Generally, these rules provide the following:

Stock owned, directly or constructively, by or for a corporation, partnership, estate, or trust is treated as owned proportionately by its shareholders, partners, or beneficiaries;

An individual is treated as owning the stock owned, directly or constructively, by or for his brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants;

If any person has an option to acquire stock (or an option to acquire such an option, or any one of a series of such options), such stock is treated as owned by such person; if stock could be treated as owned by an individual under the above described option rule, or under the rule set forth in paragraph b. above, such stock shall be treated as owned under the option rule described in this paragraph c.

Stock constructively owned by a person by reason of the rules set forth in paragraphs a. and c. above shall, for purposes of applying the rules set forth in paragraph a. or b., be treated as actually owned by such person, but stock owned by an individual by reason of the rules set forth in paragraph b. shall not be treated as owned by him for purposes of again applying such rules in order to make another individual the constructive owner of such stock.

Outstanding securities convertible into stock, whether or not convertible during the taxable year, shall be considered as outstanding stock.

SCHEDULE C

The term “Constructively Owns” means ownership determined through the application of the constructive ownership rules of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. Generally, these rules provide the following:

An individual is treated as owning the stock owned, directly or indirectly, by or for his spouse and his children, grandchildren and parents.

Stock owned, directly, or indirectly, by or for a partnership or estate is treated as owned proportionately by its partners or beneficiaries.

Stock owned, directly or indirectly, by or for a trust shall be considered as owned by its beneficiaries in proportion to the actuarial interest of such beneficiaries in such trust and stock owned, directly or indirectly, by or for a trust of which a person is considered the owner under the rules contained in subpart E of part I of subchapter J of the Code shall be considered as owned by such person.

Stock owned, directly or constructively, by or for a corporation is treated as owned proportionately by its 10% (by value) shareholders.

Stock owned, directly or indirectly, by or for a partner or a beneficiary of a partnership, trust or estate is considered as owned by the partnership, trust or estate.

Stock owned, directly or indirectly, by or for a 10% (by value) shareholder of a corporation is considered as owned by the corporation.

If any person has an option to acquire stock (or an option to acquire such an option, or any one of a series of such options), such stock is treated as owned by such person; if stock could be treated as owned by an individual under the above described option rule, or under the rule set forth in paragraph a. above, such stock shall be treated as owned under the option rule described in this paragraph.

Stock constructively owned by a person by reason of the rules set forth in paragraphs a., b., c., d., e., f., and g. above shall, for purposes of applying the rules set forth in such paragraphs be treated as actually owned by such person, but stock constructively owned by an individual by reason of the rules set forth in paragraph a. shall not be treated as owned by him for purposes of again applying such rule set forth in paragraph a. in order to make another the constructive owner of such stock and stock constructively owned by a partnership, estate, trust or corporation by reason of application of paragraph e. or f. shall not be considered as owned by it for purposes of applying paragraph b., c., or d. in order to make another the constructive owner of such stock.

Document Metadata

Table of Contents

PURCHASE AGREEMENT

Document Metadata