EX-3 3 tfoc10k12310233a.txt EXHIBIT 3.3A 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. 1 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/ Stanley K. Tanger ___________________________________ Stanley K. Tanger, Chairman & CEO ----------------------------------------- (Print Name and Title) TANGER LP TRUST, a Maryland Business Trust Limited Partner By: /s/ Stanley K. Tanger ___________________________________ Stanley K. Tanger, Chairman & CEO ----------------------------------------- (Print Name and Title) TANGER FAMILY LIMITED PARTNERSHIP, a North Carolina Limited Partnership, Limited Partner By: /s/ Stanley K. Tanger ____________________________________ Stanley K. Tanger, Chairman & CEO ----------------------------------------- (Print Name and Title) TANGER FACTORY OUTLET CENTERS, INC., a North Carolina Corporation, Initial General Partner By: /s/ Stanley K. Tanger ____________________________________ Stanley K. Tanger, Chairman & CEO ----------------------------------------- (Print Name and Title) 2
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. 3200 Northline Ave., Suite 360 Greensboro, NC 27408 Limited Partners $1 $1 1 ---------------- Tanger Family Limited Partnership 3200 Northline Ave., Suite 360 Greensboro, NC 27408
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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. 3200 Northline Ave., Suite 360 Greensboro, NC 27408 Limited Partners $62,019,954 $ 62,019,954 3,033,305 ---------------- Tanger Family Limited Partnership 3200 Northline Ave., Suite 360 Greensboro, NC 27408 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 3200 Northline Ave., Suite 360 Greensboro, NC 27408 Limited Partners 3,033,305 ---------------- Class A Common Tanger Family Limited Partnership 3200 Northline Ave., Suite 360 Greensboro, NC 27408 Class B. Common 7,700,256 --------------- Tanger L P Trust 3200 Northline Ave., Suite 360 Greensboro, NC 27408 Class C. Preferred 88,219.7 ------------------ Tanger LP Trust 3200 Northline Ave., Suite 360 Greensboro, NC 27408
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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 3200 Northline Ave., Suite 360 Greensboro, NC 27408 Limited Partners 3,033,305 $0 3,033,305 24.84% ---------------- Class A Common Tanger Family Limited Partnership 3200 Northline Ave., Suite 360 Greensboro, NC 27408 Class B. Common 8,030,025 $29,250,000 $29,250,000 9,030,025 73.94% --------------- Tanger L P Trust 3200 Northline Ave., Suite 360 Greensboro, NC 27408 --------------------------------------------------------------------------------------------- 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 3200 Northline Ave., Suite 360 Greensboro, NC 27408
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