Exhibit 4.2
EXHIBIT A
[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY
DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.
REGISTERED REGISTERED
NO. 001 PRINCIPAL AMOUNT
CUSIP NO. 875484AC1 **$100,000,000**
TANGER PROPERTIES LIMITED PARTNERSHIP
9-1/8% Senior Note due 2008
Tanger Properties Limited Partnership, a limited partnership duly
organized and existing under the laws of North Carolina (herein called the
"Issuer"), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of $100,000,000 (one hundred million
dollars) on February 15, 2008 (the "Maturity Date"), and to pay interest thereon
from and including February 15, 2001 or the most recent Interest Payment Date
(as defined below) to which interest has been paid or duly provided for, as the
case may be, semi-annually in arrears on August 15 and February 15 of each year
(each, an "Interest Payment Date"), commencing on February 15, at the rate of
9-1/8% per annum, until payment of said principal sum has been made or duly
provided for. Interest on this Note will be computed on the basis of a 360-day
year of twelve 30-day months.
Interest on this Note on any Interest Payment Date will include the amount
of interest accrued from and including February 15, 2001 or the most recent
Interest Payment Date to which interest has been paid or duly provided for, as
the case may be, to but excluding the applicable Interest Payment Date or the
Maturity Date, as the case may be.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will be paid to the Holder in whose name this Note (or one
or more predecessor Notes) is
registered at the close of business on the "Regular Record Date" for such
payment, which will be 15 days (regardless of whether such day is a Business Day
(as defined below)) prior to such Interest Payment Date. Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and shall be paid to the Holder in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on a subsequent Special Record Date for the payment of such defaulted
interest (which shall be not more than 15 days and not less than 10 days prior
to the date of the payment of such defaulted interest) established by notice
given by mail by or on behalf of the Issuer to the Holders of the Notes not less
than 10 days prior to such Special Record Date.
The principal of this Note payable on the Maturity Date will be paid by
the Issuer against presentation and surrender of this Note at the office or
agency of the Issuer maintained for that purpose in The City of New York. The
Issuer hereby initially designates the office of State Street Bank and Trust
Company, N.A., located at 61 Broadway, 15th Floor, New York, New York 10006, as
the office to be maintained by it where Notes may be presented for payment or
for registration of transfer or exchange and where notices or demands to or upon
the Issuer in respect of the Notes or the Indenture referred to on the reverse
hereof may be served.
This Note will not be redeemable or repayable prior to the Maturity Date
and will not be subject to any sinking fund.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of interest or principal will be made
on the next Business Day with the same force and effect as if it were made on
the date such payment was due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or the Maturity
Date, as the case may be, to the date of such payment on such next Business Day.
"Business Day" means any day other than a Saturday, Sunday or other day on which
banking institutions in The City of New York are authorized or obligated by law,
regulation or executive order to be closed.
All payments of principal and interest in respect of this Note will be
made by the Issuer in immediately available funds in such coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be entitled to the benefits of the Indenture or be
valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Trustee referred to on the
reverse hereof.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed manually or by facsimile, by a duly authorized officer of its sole
General Partner.
Dated: February 15, 2001
TANGER PROPERTIES LIMITED PARTNERSHIP,
as Issuer
By: Tanger GP Trust
(its sole general partner)
By:
---------------------------------
Name:
Title:
Attest:
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Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:
-------------------------------
Authorized Officer
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[REVERSE OF NOTE]
TANGER PROPERTIES LIMITED PARTNERSHIP
9-1/8% Senior Note due 2008
This Note is one of a duly authorized issue of debentures, notes, bonds,
or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an Indenture, dated as of March 1, 1996, as amended,
modified and supplemented from time to time (herein called the "Indenture"),
duly executed and delivered by the Issuer and the Guarantor to State Street Bank
and Trust Company, as Trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), to which Indenture and all indentures
supplemental thereto, including the Third Supplemental Indenture, dated as of
February 15, 2001, relating to the Notes reference is hereby made for a
description of the rights, limitations of rights, obligations, duties, and
immunities thereunder of the Trustee, the Issuer, the Guarantor and the Holders
of the Securities, and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This Note is one of a series of Securities of
the Issuer designated as the "9-1/8% Senior Notes due 2008".
In case an Event of Default with respect to this Note shall have occurred
and be continuing, the principal hereof may be accelerated, and upon such
acceleration shall become due and payable, in the manner, with the effect, and
subject to the conditions, provided in the Indenture.
The Issuer may, without the consent of the holders of any series of notes,
create and issue additional notes in the future having the same terms other than
the date of original issuance and the date on which interest begins to accrue so
as to form a single series with the Notes. No additional notes may be issued if
an Event of Default has occurred with respect to the Notes.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantor and the rights of the Holders of the Securities at any
time by the Issuer, the Guarantor and the Trustee with the consent of the
Holders of not less than a majority of the aggregate principal amount of all
Securities issued under the Indenture at the time outstanding and affected
thereby. Furthermore, provisions in the Indenture permit the Holders of not less
than a majority of the aggregate principal amount, in certain instances, of the
Outstanding Securities of any series to waive, on behalf of all of the Holders
of Securities of such series, compliance by the Issuer with certain provisions
of the Indenture and certain past defaults under the Indenture and their
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consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and other Notes issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or the
Indenture shall alter or impair the obligation of the Issuer or the Guarantor,
which is absolute and unconditional, to pay the principal and interest on this
Note in the manner, at the respective times, at the rate and in the coin or
currency herein prescribed.
This Note is issuable only in registered book-entry form without coupons,
in denominations of $1,000 and integral multiples thereof.
The Notes may be exchanged for a like aggregate principal amount of Notes
of other authorized denominations at the office or agency of the Issuer in The
City of New York, in the manner and subject to the limitations provided herein
and in the Indenture, but without the payment of any service charge except for
any tax or other governmental charge imposed in connection therewith. Upon due
presentment for registration of transfer of the Notes at the office or agency of
the Issuer in The City of New York, one or more new Notes of authorized
denominations in an equal aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided herein and
in the Indenture, but without the payment of any service charge except for any
tax or other governmental charge imposed in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Issuer, the Guarantor and the Trustee or any authorized agent of the Issuer, the
Guarantor or the Trustee may deem and treat the Person in whose name this Note
is registered as the absolute owner and Holder hereof (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing
hereon) for all purposes, and neither the Issuer, the Guarantor or the Trustee
nor any authorized agent of the Issuer, the Guarantor or the Trustee shall be
affected by any notice to the contrary.
The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said State.
Capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Indenture.
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GUARANTEE
OF
TANGER FACTORY OUTLET CENTERS, INC.
For value received, Tanger Factory Outlet Centers, Inc., a North Carolina
corporation (herein called the "Guarantor"), hereby unconditionally guarantees
to the Holder of the Note upon which this Guarantee is endorsed the due and
punctual payment of the principal of and interest on said Note provided for
pursuant to the terms hereof, when and as the same shall become due and payable,
whether at maturity, upon acceleration, or otherwise, in accordance with the
terms of said Note and the Indenture. In case of the failure of the Issuer
punctually to pay any such principal and/or interest, the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable, whether at maturity, upon acceleration, or
otherwise, and as if such payment were made by the Issuer.
The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute, irrevocable and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of said Note or the Indenture, any failure to
enforce the provisions of said Note or the Indenture, or any waiver,
modification, consent or indulgence granted with respect thereto by the Holder
of said Note or the Trustee, the recovery of any judgment against the Issuer or
any action to enforce the same, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger, insolvency or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, protest or
notice with respect to said Note or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Guarantee will not be discharged
except by payment in full of the principal of and interest on said Note and the
complete performance of all other obligations contained in said Note and the
Indenture insofar as they relate to said Note.
This Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time payment of said Note, in whole or in part, is
rescinded or must otherwise be restored to the Issuer or the Guarantor upon the
bankruptcy, liquidation or reorganization of the Issuer or otherwise.
The Guarantor shall be subrogated to all rights of the Holder of said Note
against the Issuer in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guarantee; PROVIDED, HOWEVER, that
the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
and interest on said Note shall have been paid in full.
The Guarantor hereby certifies and warrants that all acts, conditions and
things required to be done and performed and to have happened precedent to the
creation and issuance of this Guarantee and to constitute the same the valid
obligation of the Guarantor have been done and performed and have happened in
due compliance with all applicable laws.
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This Guarantee shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to agreements entered into and, in each
case, performed in said State.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed by its duly authorized officer under its corporate seal.
TANGER FACTORY OUTLET CENTERS, INC.,
as Guarantor
By:
--------------------------------
Name:
Title:
Attest:
- ----------------------------------
Name:
Title:
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _____
(Cust) (Minor)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
_______________________________________________________________________________.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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(Please print or Typewrite Name and Address
Including Postal Zip Code of Assignee)
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the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints____________________________________________________________________
________________________________________________________________________________
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:__________________________
Signature Guaranteed
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NOTICE: Signature must be NOTICE: The signature to this
guaranteed by an eligible assignment must correspond
Guarantor Institution with the name as written upon
(banks, stockbrokers, the face of the within Note
savings and loan associations in every particular, without
and credit unions) with alteration or enlargement or
membership in an approved any change whatever.
signature guarantee medallion
program pursuant to Securities
and Exchange Commission
Rule 17Ad-15.