AMENDMENT NO. 1 TO TANGER PROPERTIES LIMITED PARTNERSHIP
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
THIS AMENDMENT NO. 1 entered into and made effective as of September 10, 2002 by
and among TANGER GP TRUST, a Maryland Business Trust ("GP Trust"); TANGER LP
TRUST, a Maryland Business Trust ("LP Trust"), TANGER FAMILY LIMITED
PARTNERSHIP, a North Carolina Limited Partnership ("TFLP") and TANGER FACTORY
OUTLET CENTERS, INC., a North Carolina Corporation ("TFOC").
RECITALS:
A. Tanger Properties Limited Partnership (the "Partnership") is a North
Carolina limited partnership formed and existing under its Amended and
Restated Agreement of Limited Partnership dated December 30, 1999 (the
"Partnership Agreement").
B. GP Trust is the sole General Partner of the Partnership.
C. TFLP is the holder of all of the Partnership's outstanding Class A
Common Limited Partnership Units.
D. LP Trust is the holder of all of the Partnership's Class B Common
Limited Partnership Units and all of its Class C Preferred Limited
Partnership Units.
E. TFOC is the sole owner of GP Trust and LP Trust and the Initial
General Partner of the Partnership.
F Prior to the effective date of this Amendment, TFOC filed a
registration statement and supplement prospectus with the Securities
and Exchange Commission for the issue and sale of up to 1,150,000 of
its Common Shares. Pursuant to Section 4.5B of the Partnership
Agreement, the net sale proceeds from the sale of those Common Shares
are required to be contributed to GP Trust and GP Trust is required to
contribute the net sale proceeds to the Partnership in exchange for
Partnership Units.
G TFOC proposes to contribute the net proceeds from the sale of up to
1,150,000 of its Common Shares to LP Trust with LP Trust in turn
contributing the net sale proceeds to the Partnership in exchange for
Class B Common Limited Partnership Units, except to the extent
otherwise required by Section 4.5G.
H. All of the partners of the Partnership have agreed to the contribution
to the Partnership of the net sale proceeds from the sale of up to
1,150,000 of TFOC's Common Shares as described above.
NOW THEREFORE, in consideration of the foregoing Recitals, the promises
contained herein and other valuable consideration, the parties agree as follows:
1. Each of LP Trust and TFLP being the holders of all of the limited
partnership interests in the Partnership hereby waives receipt of the
Funding Notice required pursuant to Section 4.5B of the Partnership
Agreement and waives its right to make a Pro Rata Contribution
pursuant to Section 4.5E of the Partnership Agreement.
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2. Except as otherwise required by Section 4.5G of the Partnership
Agreement, TFOC agrees to contribute the net sale proceeds from the
sale of up to 1,150,000 of its Common Shares to LP Trust and the LP
Trust agrees to contribute the net sale proceeds to the Partnership in
exchange for Class B Common Limited Partnership Interests. The
remainder of the net sale proceeds will be contributed to GP Trust and
GP Trust will in turn contribute those net sale proceeds to the
Partnership in exchange for Partnership Units as required by Section
4.5G of the Partnership Agreement.
3. The ownership percentages of each of the partners after the
contribution of the net sale proceeds from the sale of TFOC's one
million common shares as provided above shall be as set forth on
Exhibit "A" attached hereto.
4. The General Partner will amend the Exhibit A to reflect the
contribution of the net sale proceeds from the issue and sale by TFOC
of up to 150,000 over allotment shares.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
TANGER GP TRUST, a Maryland Business Trust,
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
___________________________________
Xxxxxxx X. Xxxxxx, Chairman & CEO
-----------------------------------------
(Print Name and Title)
TANGER LP TRUST, a Maryland Business Trust
Limited Partner
By: /s/ Xxxxxxx X. Xxxxxx
___________________________________
Xxxxxxx X. Xxxxxx, Chairman & CEO
-----------------------------------------
(Print Name and Title)
TANGER FAMILY LIMITED PARTNERSHIP, a North Carolina
Limited Partnership, Limited Partner
By: /s/ Xxxxxxx X. Xxxxxx
____________________________________
Xxxxxxx X. Xxxxxx, Chairman & CEO
-----------------------------------------
(Print Name and Title)
TANGER FACTORY OUTLET CENTERS, INC., a North
Carolina Corporation, Initial General Partner
By: /s/ Xxxxxxx X. Xxxxxx
____________________________________
Xxxxxxx X. Xxxxxx, Chairman & CEO
-----------------------------------------
(Print Name and Title)
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EXHIBIT "A"
1. Initial Capital Contributions of Partners
Name and Address of Partner Partnership Cash Agreed Value Total Partnership
Units Before Contributions of Contributed Contributions Units After
Contribution Property Contribution
General Partner $1 $1 1
---------------
Tanger Factory Outlet
Centers, Inc.
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
Limited Partners $1 $1 1
----------------
Tanger Family Limited
Partnership
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
3
2. Contributions Made on Effective Date of Initial Public Offering
Name and Address of Partner Partnership Cash Agreed Value Total Partnership
Units Before Contributions of Contributed Contributions Units After
Contribution Property Contribution
General Partner $92,315,000 $ 7,008,807 $ 99,323,807 4,857,796
---------------
Tanger Factory Outlet
Centers, Inc.
0000 Xxxxxxxxx Xxx., Xxxxx
000
Xxxxxxxxxx, XX 00000
Limited Partners $62,019,954 $ 62,019,954 3,033,305
----------------
Tanger Family Limited
Partnership
0000 Xxxxxxxxx Xxx., Xxxxx
000
Xxxxxxxxxx, XX 00000
TOTALS $92,315,000 $69,028,761 $161,343,761 7,891,101
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3. Partnership Holdings Immediately Following The Transfer Date of Tanger
Factory Outlet Centers, Inc. transfer of Partnership Interests to Tanger GP
Trust and Tanger LP Trust
Name and Address of Partner Partnership Cash Agreed Value Total Partnership
Units Before Contributions of Contributed Contributions Units After
Contribution Property Contribution
General Partner 150,000
---------------
Tanger G P Trust
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
Limited Partners 3,033,305
----------------
Class A Common
Tanger Family Limited
Partnership
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
Class B. Common 7,700,256
---------------
Tanger L P Trust
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
Class C. Preferred 88,219.7
------------------
Tanger LP Trust
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
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4. Capital Contribution of Proceeds of September, 2002 Public Offering of REIT
Shares
Name and Address Partnership Cash Agreed Value of Total Partnership %
of Partner Units Before Contributions Contributed Contributions Units After Interests
Contribution Property Contribution
General Partner 150,000 $0 150,000 1.23%
---------------
Tanger G. P. Trust
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
Limited Partners 3,033,305 $0 3,033,305 24.84%
----------------
Class A Common
Tanger Family Limited
Partnership
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
Class B. Common 8,030,025 $29,250,000 $29,250,000 9,030,025 73.94%
---------------
Tanger L P Trust
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
---------------------------------------------------------------------------------------------
TOTALS 11,213,330 $29,250,000 $0 $29,250,000 12,213,330 100.00%
Class C. Preferred 80,189.7 80,189.7
------------------
Tanger LP Trust
0000 Xxxxxxxxx Xxx.,
Xxxxx 000
Xxxxxxxxxx, XX 00000
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