Exhibit 4.2D


    


    


    


    


    


                                                                


    


    
      TANGER
      PROPERTIES LIMITED PARTNERSHIP

    ISSUER

    


    AND

    


    U.S.
      BANK
      NATIONAL ASSOCIATION

    _______________________________

    


    FOURTH
      SUPPLEMENTAL INDENTURE

    DATED
      AS OF NOVEMBER 4, 2005

    ______________________________

    


    $250,000,000
      6.15% SENIOR NOTES DUE 2015

    


    _________________________________

    


    SUPPLEMENT
      TO INDENTURE

    DATED
      AS OF MARCH 1, 1996, BETWEEN

    TANGER
      PROPERTIES LIMITED PARTNERSHIP (AS ISSUER) AND

    U.S.
      BANK NATIONAL ASSOCIATION (AS TRUSTEE)

    


    


    



    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    FOURTH
      SUPPLEMENTAL INDENTURE, dated as of November 4, 2005, between TANGER
      PROPERTIES LIMITED PARTNERSHIP, a limited partnership duly organized and
      existing under the laws of North Carolina (hereinafter called the “Issuer”),
      having its principal executive office located at 3200 Northline Avenue, Suite
      360, Greensboro, North Carolina 27408, and U.S. BANK NATIONAL ASSOCIATION,
      a
      national banking association (hereinafter called the “Trustee”),
      having its Corporate Trust Office located at One Federal Street, 3rd
      Floor,
      Boston, Massachusetts 02110.

    


    RECITALS

    


    WHEREAS,
      the Issuer executed and delivered the Indenture (the “Original
      Indenture”),
      dated
      as of March 1, 1996, to the Trustee to issue from time to time for its
      lawful purposes debt securities evidencing the Issuer’s senior Unsecured
      Indebtedness.

    


    WHEREAS,
      Section 301 of the Original Indenture provides that by means of a
      supplemental indenture the Issuer may create one or more series of its debt
      securities and establish the form, terms and provisions thereof.

    


    WHEREAS,
      the Issuer intends by this Supplemental Indenture to (i) create a series of
      Issuer’s debt securities, in an aggregate principal amount equal to
      $250,000,000, entitled 6.15% Senior Notes due 2015 (the “Notes”)
      and
      (ii) establish the form and the terms and provisions of the
      Notes.

    


    WHEREAS,
      the Board of Directors of Tanger Factory Outlet Centers, Inc. (the “Company”),
      the
      sole owner of Tanger GP Trust who is the sole general partner of the Issuer,
      has
      approved the creation of the Notes and the form, terms and provisions
      thereof.

    


    WHEREAS,
      the consent of Holders to the execution and delivery of this Supplemental
      Indenture is not required, and all other actions required to be taken under
      the
      Original Indenture with respect to this Supplemental Indenture have been
      taken.

    


    NOW,
      THEREFORE IT IS AGREED:

    


    ARTICLE
      ONE

     

    DEFINITIONS,
      CREATION, FORM AND TERMS AND CONDITIONS OF THE DEBT SECURITIES

     

    Section
      1.1  Definitions.
      Capitalized terms used but not otherwise defined in this Fourth Supplemental
      Indenture shall have the meanings ascribed to them in the Original Indenture.
      In
      addition, the following terms shall have the following meanings to be equally
      applicable to both the singular and the plural forms of the terms set forth
      below:

     

    “COMPARABLE
      TREASURY ISSUE”
means,
      with respect to any redemption or acceleration date for the Notes, the United
      States Treasury security selected by the Independent Investment Banker as having
      a maturity comparable to the remaining term of the Notes to be redeemed that
      would be utilized, at the time of selection and in accordance with customary
      financial practice, in pricing new issues of corporate debt securities of
      comparable maturity to the remaining term of the Notes to be
      redeemed.

     

    “COMPARABLE
      TREASURY
      PRICE”
means,
      with respect to any redemption or acceleration date for the Notes: (a) the
      average of four Reference Treasury Dealer Quotations for such redemption or
      acceleration date, after excluding the highest and lowest such Reference
      Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four but
      more than one such Reference Treasury Dealer Quotations for such redemption
      or
      acceleration date, the average of all such quotations, or (c) if the Trustee
      obtains only one such Reference Treasury Dealer Quotation for such redemption
      or
      acceleration date, that Reference Treasury Dealer Quotation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “DTC”
means
      The Depository Trust Company.

     

    “GAAP”
      means generally accepted accounting principles, as in effect from time to time,
      as used in the United States applied on a consistent basis.

     

    “GLOBAL
      NOTE” means a single fully-registered global note in book-entry form, without
      coupons, substantially in the form of Exhibit A attached hereto, which
      represents the Notes.

     

    “INDENTURE”
      means the Original Indenture as supplemented by this Fourth Supplemental
      Indenture and as further amended, modified or supplemented with respect to
      the
      Notes pursuant to the provisions of the Original Indenture. 

     

    “INDEPENDENT
      INVESTMENT BANKER” means, with respect to any redemption or acceleration date
      for the Notes, Banc of America Securities LLC and its successors or Merrill
      Lynch, Pierce, Fenner & Smith Incorporated and its successors (whichever
      shall be appointed by the Trustee after consultation with the Issuer) or, if
      both such firms or the respective successors, if any, to such firms, as the
      case
      may be, are unwilling or unable to select the Comparable Treasury Issue, an
      independent investment banking institution of national standing appointed by
      the
      Trustee after consultation with the Issuer.

     

    “INTERCOMPANY
      DEBT” means indebtedness owed by the Company, Issuer or any Subsidiary solely to
      the Company, Issuer or any Subsidiary.

     

    “MATURITY
      DATE,” when used with respect to any Note, means the date on which the principal
      of such Note or an installment of principal becomes due and payable as therein
      or herein provided, whether at the Stated Maturity or by declaration of
      acceleration, notice of redemption, notice of option to elect repayment or
      otherwise. 

     

    “REFERENCE
      TREASURY DEALER” means with respect to any redemption or acceleration date for
      the Notes, Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner
      & Smith Incorporated and their respective successors (provided, however,
      that if any such firm or any such successor, as the case may be, ceases to
      be a
      primary U.S. Government securities dealer in The City of New York (a “Primary
      Treasury Dealer”), the Trustee, after consultation with the Issuer, shall
      substitute therefor another Primary Treasury Dealer) and two other Primary
      Treasury Dealers selected by the Trustee after consultation with the
      Issuer.

     

    “REFERENCE
      TREASURY DEALER QUOTATIONS” means, with respect to each Reference Treasury
      Dealer and any redemption or acceleration date for the Notes, the average,
      as
      determined by the Trustee, of the bid and asked prices for the Comparable
      Treasury Issue (expressed in each case as a percentage of its principal amount)
      quoted in writing to the Trustee by such Reference Treasury Dealer at
      5:00 p.m., New York City time, on the third Business Day preceding such
      redemption date.

     

    “STATED
      MATURITY” when used with respect to any Note or any installment of principal
      thereof or interest thereon, means the date specified in such Note or a coupon
      representing such installment of interest as the fixed date on which the
      principal of such Note or such installment of principal or interest is due
      and
      payable.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “SUBSIDIARY”
      means any entity of which at the time of determination the Issuer or one or
      more
      other Subsidiaries owns or controls, directly or indirectly, more than 50%
      of
      the shares of Voting Stock. The foregoing definition of “Subsidiary” shall only
      be applicable with respect to the covenants and other definitions set forth
      herein.

     

    “TOTAL
      UNENCUMBERED ASSETS” as of any date means Total Assets minus the value of any
      properties of the Issuer and its Subsidiaries that are encumbered by any
      mortgage, charge, pledge, lien, security interest, trust deed, deed of trust,
      deed to secure debt, security agreement, or other encumbrance of any kind (other
      than those relating to Intercompany Debt), including the value of any stock
      of
      any Subsidiary that is so encumbered determined on a consolidated basis in
      accordance with GAAP. For purposes of this definition, the value of each
      property shall be equal to the purchase price or cost of each such property
      (original cost plus capital improvements) and the value of any stock subject
      to
      any encumbrance shall be determined by reference to the value of the properties
      owned by the Issuer of such stock as aforesaid.

     

    “TREASURY
      RATE” means, with respect to any redemption or acceleration date for the Notes:
      (a) the yield, under the heading that represents the average for the immediately
      preceding week, appearing in the most recently published statistical release
      designated “H.15(519)” or any successor publication which is published weekly by
      the Board of Governors of the Federal Reserve System and which establishes
      yields on actively traded United States Treasury securities adjusted to constant
      maturity under the caption “Treasury Constant Maturities,” for the maturity
      corresponding to the Comparable Treasury Issue (if no maturity is within three
      months before or after the Maturity Date of the Notes, yields for the two
      published maturities most closely corresponding to the Comparable Treasury
      Issue
      shall be determined and the Treasury Rate shall be interpolated or extrapolated
      from such yields on a straight-line basis, rounding to the nearest month) or
      (b)
      if such release (or any successor release) is not published during the week
      preceding the calculation date or does not contain such yields, the rate per
      annum equal to the semiannual equivalent yield to maturity of the Comparable
      Treasury Issue, calculated using a price for the Comparable Treasury Issue
      (expressed as a percentage of its principal amount) equal to the Comparable
      Treasury Price for such redemption date. The Treasury Rate shall be calculated
      by the Issuer and certificated to the Trustee in writing on the third Business
      Day preceding the applicable redemption or acceleration date.

     

    “UNSECURED
      INDEBTEDNESS”
      means Indebtedness of the Issuer or any Subsidiary that is not secured by any
      mortgage, pledge, lien, charge, encumbrance or security interest of any kind
      upon any property of the Issuer or any Subsidiary.

     

    Section
      1.2  Creation
      of Notes.
      In
      accordance with Section 301 of the Original Indenture, the Issuer hereby
      creates the Notes as a separate series of its debt securities, entitled “6.15%
      Senior Notes due 2015,” issued pursuant to the Indenture. The Notes shall
      initially be limited to an aggregate principal amount equal to $250,000,000,
      subject to the exceptions set forth in Section 301(2) of the Original
      Indenture and section 1.4(f) hereof.

     

    Section
      1.3  Form
      of Notes.
      The
      Notes will be issued as registered securities and represented by a single Global
      Note, without coupons, registered in the name of DTC or its nominee, as the
      case
      may be, subject to the provisions of the seventh paragraph of Section 305 of
      the
      Original Indenture. So long as DTC, or its nominee, is the registered owner
      of
      the Global Note, DTC or its nominee, as the case may be, will be considered
      the
      sole Holder of the Notes represented by the Global Note for all purposes under
      the Indenture. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      1.4  Terms
      and Provisions of Notes.
      The
      Notes shall be governed by all of the terms and provisions of the Original
      Indenture, as supplemented by this Fourth Supplemental Indenture, and in
      particular, the following provisions shall be terms of the Notes:

     

    (a)  Registration
      and Form.
      The
      Notes shall be issuable as registered securities as provided in Section 1.3
      of
      this Fourth Supplemental Indenture. The Notes shall be issued and may be
      transferred only in minimum denominations of $1,000 and integral multiples
      of
      1,000 in excess thereof. 

     

    (b)  Payment
      of Principal and Interest.
      All
      payments of principal and interest in respect of the Global Note will be made
      by
      the Issuer in immediately available funds to DTC or its nominee, as the case
      may
      be, as the Holder of the Global Note. The Notes shall mature, and the unpaid
      principal thereon, shall be payable, on November 15, 2015, subject to the
      provisions of the Original Indenture. The rate per anum at which interest shall
      be payable on the Notes shall be 6.15%. Interest on the Notes will be payable
      semi-annually in arrears on each May 15 and November 15, commencing May 15,
      2006
      (each, an “Interest
      Payment Date”)
      and on
      the Stated Maturity as specified in Section 1.4(b) hereof, to the Persons in
      whose names the Notes are registered in the Security Register applicable to
      the
      Notes at the close of business on the 15th
      calendar
      day immediately prior to such payment date regardless of whether such payment
      date is a Business Day (each a “Regular
      Record Date”).
      Interest on the Notes shall be computed on the basis of a 360-day year of twelve
      30-day months. Interest on the Notes shall accrue from November 4,
      2005.

     

    (c)  Sinking
      Fund, Redemption or Repayment.
      No
      sinking fund shall be provided for the Notes and the Notes shall not be
      repayable at the option of the Holders thereof prior to Stated Maturity.


     

    (d)  Redemption
      at the Option of the Issuer.
      

     

    (1)  The
      Notes
      will be redeemable at any time in whole, or from time to time in part, at the
      option of the Issuer on any date at a Redemption Price equal to the greater
      of
      (i) 100% of the principal amount of the Notes to be redeemed, and (ii) the
      sum
      of the present values as of the date of redemption or accelerated payment of
      the
      remaining scheduled payments of principal of and interest on the Notes to be
      redeemed (exclusive of interest accrued to the applicable redemption or
      acceleration date) discounted to such redemption or acceleration date on a
      semiannual basis, assuming a 360-day year consisting of twelve 30-day months,
      at
      the Treasury Rate plus 25 basis points, plus, in the case of both clauses (i)
      and (ii) above, any accrued and unpaid interest on the principal amount of
      the
      notes being redeemed to such Redemption Date. Notwithstanding the foregoing,
      installments of interest on Notes that are due and payable on an Interest
      Payment Date falling on or prior to the relevant Redemption Date will be payable
      to the persons who were the Holders of the Notes registered as such at the
      close
      of business on the relevant Regular Record Dates according to the terms and
      provisions of the Indenture.

     

    (2)  Notice
      of
      any redemption by the Issuer will be mailed at least 30 days but no more than
      60
      days before the Redemption Date to each Holder of Notes to be redeemed. The
      notice of redemption will specify among other things, the Redemption Price
      and
      principal amount of the Notes held by the Holder to be redeemed.

     

    (3)  If
      the
      Issuer chooses to redeem less than all of the Notes of a series, the Issuer
      will
      notify the Trustee at least 45 days prior to giving notice of redemption, or
      a
      shorter period as may be satisfactory to the Trustee, of the aggregate principal
      amount of Notes of the series to be redeemed, if less than all of the Notes
      of
      that series are to be redeemed, and their Redemption Date. The Trustee will
      select, in the manner it deems fair and appropriate, no less than 60 days prior
      to the Redemption Date, the Notes of that series to be redeemed in whole or
      in
      part.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (4)  Unless
      the Issuer defaults in payment of the Redemption Price, on and after any
      Redemption Date interest will cease to accrue on the Notes or portions thereof
      called for redemption

     

    (e)  Defeasance;
      Covenant Defeasance; Waiver.
      The
      provisions for defeasance in Section 402(2) of the Original Indenture for
      covenant defeasance in Sections 402(3) and 1012 of the Original Indenture shall
      apply to the Notes (including, without limitation, to the covenants set forth
      in
      Article Two hereof and Article Ten of the Original Indenture as if such
      covenants were referred to therein).

     

    (f)  Further
      Issues.
      The
      Issuer may, from time to time, without the consent of the Holders, create and
      issue further securities having the same terms and conditions as the Notes
      in
      all respects, except for issue date and issue price. Additional Notes issued
      in
      this manner shall be consolidated with and shall form a single series with
      the
      previously outstanding Notes. Notice of any such issuance shall be given to
      the
      Trustee and a new supplemental indenture shall be executed in connection with
      the issuance of such securities.

     

    ARTICLE
      TWO

     

     

    COVENANTS
      FOR BENEFIT OF HOLDERS OF NOTES

     

    Section
      2.1  Additional
      Covenants.
      In
      addition to the covenants set forth in the Original Indenture, the Issuer hereby
      further covenants as follows:

     

    (a)  Maintenance
      of Total Unencumbered Assets.
      The
      Issuer will maintain at all times Total Unencumbered Assets of not less than
      135% of the aggregate outstanding principal amount of the Unsecured Debt of
      the
      Issuer and its Subsidiaries, computed on a consolidated basis in accordance
      with
      GAAP.

     

    Section
      2.2  Amendment
      of Existing Covenants.
      The
      Issuer hereby amends Section 1010(b) of the Original Indenture and replaces
      it
      in its entirety with the following:

     

    (a)  Debt
      Service Coverage.
      In
      addition to the other limitations set forth in Section 1010 of the Original
      Indenture, the Issuer will not, and will not permit any Subsidiary to, incur
      any
      Indebtedness if, for the period consisting of the four consecutive fiscal
      quarters most recently ended prior to the date on which such additional
      Indebtedness is to be incurred, the ratio of Consolidated Income Available
      for
      Debt Service to the Annual Service Charge shall have been less than 1.5 to
      1, on
      a pro forma basis after giving effect to the incurrence of such Indebtedness
      and
      to the application of the proceeds therefrom, and calculated on the assumption
      that (i) such Indebtedness and any other Indebtedness incurred by the Issuer
      or
      its Subsidiaries since the first day of such four-quarter period and the
      application of the proceeds therefrom, including to refinance other
      Indebtedness, had occurred at the beginning of such period, (ii) the repayment
      or retirement of any other Indebtedness by the Issuer or its Subsidiaries since
      the first day of such four-quarter period had been incurred, redeemed or retired
      at the beginning of such period (except that, in making such computation, the
      amount of Indebtedness under any revolving credit facility shall be computed
      based upon the average daily balance of such Indebtedness during such period),
      and (iii) any income earned as result of any increased Adjusted Total Assets
      since the end of such four-quarter period had been earned, or an annualized
      basis, during such period, and (iv) in the case of an acquisition or disposition
      by the Issuer of any Subsidiary of any asset or group of assets since the first
      day of such four-quarter period, including, without limitation, by merger,
      stock
      purchase or sale, or asset purchase or sale, such acquisition or disposition
      or
      any related repayment of Indebtedness had occurred as of the first day of such
      period with the appropriate adjustments with respect to such acquisition or
      disposition being included in such pro forma calculation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      THREE

     

    TRUSTEE

     

    SECTION
      1.01.  Trustee.
      The
      Trustee is appointed as the principal paying agent, transfer agent and registrar
      for the Notes and for the purposes of Section 1002 of the Indenture. The
      Notes may be presented for payment at the Corporate Trust Office of the Trustee
      or at any other agency as may be appointed from time to time by the Issuer
      in
      The City of New York.
      The
      Trustee shall not be responsible in any manner whatsoever for or in respect
      of
      the validity or sufficiency of this Supplemental Indenture or the due execution
      hereof by the Issuer. The recitals of fact contained herein shall be taken
      as
      the statements solely of the Issuer, and the Trustee assumes no responsibility
      for the correctness thereof.

     

    ARTICLE
      FOUR

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      4.1  Ratification
      of Original Indenture.
      This
      Supplemental Indenture is executed and shall be construed as an indenture
      supplemental to the Original Indenture, and as supplemented and modified hereby,
      the Original Indenture is in all respects ratified and confirmed, and the
      Original Indenture and this Supplemental Indenture shall be read, taken and
      construed as one and the same instrument.

     

    Section
      4.2  Effect
      of Headings.
      The
      Article and Section headings herein are for convenience only and shall not
      affect the construction hereof.

     

    Section
      4.3  Successors
      and Assigns.
      All
      covenants and agreements in this Supplemental Indenture by the Issuer shall
      bind
      its respective successors and assigns, whether so expressed or not.

     

    Section
      4.4  Separability
      Clause.
      In case
      any one or more of the provisions contained in this Supplemental Indenture
      shall
      for any reason be held to be invalid, illegal or unenforceable in any respect,
      the validity, legality and enforceability of the remaining provisions shall
      not
      in any way be affected or impaired thereby.

     

    Section
      4.5  Governing
      Law.
      This
      Supplemental Indenture shall be governed by, and construed in accordance with,
      the laws of the State of New York applicable to agreements made and instruments
      entered into and, in each case, performed in said state. This Fourth
      Supplemental Indenture is subject to the provisions of the Trust Indenture
      Act
      of 1939, as amended, that are required to be part of this Fourth Supplemental
      Indenture and shall, to the extent applicable, be governed by such
      provisions.

     

    Section
      4.6  Counterparts.
      This
      Supplemental Indenture may be executed in several counterparts, each of which
      shall be an original and all of which shall constitute one and the same
      instrument.

     

    



    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
      Indenture to be duly executed, and their respective corporate seals to be
      hereunto affixed and attested, all as of the date first above
      written.

    TANGER
      PROPERTIES LIMITED PARTNERSHIP, 

    as
      ISSUER

    


    By: Tanger
      GP
      Trust, as General Partner

    


            
      By: ________________________________

    Name: Stanley
      K. Tanger

    
      	 	
              Title:

            	
              Chairman
                of the Board and Chief Executive
                Officer

            


    

    Attest:

    


    ________________________________

    Name: 

    Title:       

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      TRUSTEE

    


    By: ________________________________

    Name:

    Title:

    


    [SEAL]

    Attest:

    


    


    


    Attest:

    


    


    


    ________________________________

    Name:

    Title: