Exhibit 10.11 B
Second Amendment to Registration Rights Agreement
The undersigned parties hereby agree that the Registration Rights
Agreement dated as of May 27, 1993 and amended by instrument dated November 20,
1995 (the "Agreement"), by and among Tanger Factory Outlet Centers, Inc. (the
"Company"), Tanger Factory Limited Partnership and Xxxxxxx X. Xxxxxx (the
"Rightholders") is amended and modified as follows:
1. The Rightholders will not exercise any "piggy-back"registration rights any of
them may have with respect to (i) the filing by the Company and Tanger
Properties Limited Partnership (the "Limited Partnership") of a Base
Registration Statement on Form S-3 dated May 22, 2001, (ii) the filing by the
Company and the Limited Partnership of a Post Effective Amendment number two to
Form S-3 including a related prospectus dated August 15, 2002, and (iii) any
"piggy-back" registration rights that may have arisen from November 21, 1995
through the date hereof.
2. The Company agrees that the Rightholders shall have the right to make one
additional Demand Registration (as defined in the Agreement) bringing the total
number of Demand Registrations available under the Agreement to three (3) and
that Company will pay all Registration Expenses (as defined in the Agreement)
with regard to such additional Demand Registration.
3. The Rightholders do not hereby waive notice of, or any registration rights
with respect to, any other Registration Statement for the Company's securities
and do not hereby waive or release their rights to demand registration of the
Company's securities which they have pursuant to Section 3 of the Agreement
including the November 20, 1995 amendment thereto.
Dated: September 4, 2002
TANGER FAMILY LIMITED PARTNERSHIP
By:
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XXXXXXX X. XXXXXX, its General Partner
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
Acknowledged and Agreed to by:
TANGER FACTORY OUTLET CENTERS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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XXXXXXXX X. XXXXXXX
