Unassociated Document


    

      AGREEMENT

      


      


      THIS
        AGREEMENT is entered into and made effective as of August 22, 2005 (the
“Agreement
        Date”)
        by and
        between BROC
        PORTFOLIO L.L.C.
        (“Seller”),
        a
        Delaware Limited Liability Company and TANGER
        COROC, LLC
        (“Buyer”),
        a
        North Carolina Limited Liability Company. Seller and Buyer are herein sometimes
        referred to as the “Parties”.

      


      RECITALS:

      


      A. COROC
        Holdings L.L.C. (the “Company”)
        is a
        Delaware limited liability company operated pursuant to a Limited Liability
        Company Agreement dated October 3, 2003 (the “Company
        Operating Agreement”).
        Capitalized terms used herein which are not otherwise defined herein shall
        have
        the meanings such terms have in the Company Operating Agreement.

      


      B. Seller
        and Buyer are the owners and holders of all of the Company’s Interests.


      


      C. Seller
        has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller,
        all
        of Seller’s Interests in the Company upon and subject to the terms and
        conditions of this Agreement. 

      


      NOW
        THEREFORE, in consideration of the respective agreements and commitments
        set
        forth herein and other good and valuable consideration, the receipt and
        sufficiency of which is hereby acknowledged by each of the Parties, the Parties
        agree as follows:

      


      1. Basic
        Transaction.
        

      


      1.1 Sale
        and Purchase of Seller’s Interests.
        On and
        subject to the terms and conditions of this Agreement, Seller agrees to sell
        to
        Buyer, and Buyer agrees to purchase from Seller, all of Seller’s Interests in
        the Company (the “Acquired
        Interest”).
        

      


      1.2 Purchase
        Price.
        Buyer
        shall pay Seller at the Closing Two Hundred Eighty-Two Million Five Hundred
        Thousand Dollars ($282,500,000.00) (the “Purchase
        Price”)
        in
        cash by wire transfer or delivery of other immediately available guaranteed
        U.S.
        funds. There shall be no adjustments to the Purchase Price.

      


      1.3 The
        Closing.
        Provided all conditions precedent for Closing set forth in this Agreement
        have
        been satisfied or waived by the appropriate party, the consummation of the
        transaction contemplated herein (herein called the “Closing”)
        shall
        take place at the offices of Simpson Thacher & Bartlett, 425 Lexington
        Avenue, New York, New York 10017 at 10:00 a.m. on the thirtieth (30th)
        calendar day (or if such day is not a Business Day, the next succeeding Business
        Day) following satisfaction of the condition set forth in Section 4.7, and
        notice of such 


      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      



      satisfaction
        has been received by both Parties (the “Closing
        Date”);
        provided however, the Closing shall take place on such earlier Business Day
        as
        set by Buyer in a written notice (a “Closing
        Date Notice”)
        received by Seller at least sixteen (16) calendar days (or such shorter notice
        period as the Parties shall mutually agree upon) in advance of said earlier
        Closing Date; and provided further, unless the Parties mutually agree otherwise,
        the Closing Date shall not be later than November 30, 2005.

      


      1.4 Delivery
        at Closing.
        At the
        Closing, (i) Seller will deliver to Buyer the various certificates, instruments
        and documents referred to in Paragraph 6.3(a) below, (ii) Buyer will deliver
        to
        Seller the various certificates, instruments and documents referred to in
        Paragraph 6.3(b) below, and (iii) Buyer will pay and deliver to Seller the
        consideration specified in Section 1.2 hereof.

      


      1.5 Minimum
        Primary Return.
        The
        Parties agree that contemporaneously with the Closing, as a condition to
        Seller’s obligations to close hereunder, the Company shall make a distribution
        to Seller pursuant to Section 5.4(a)(i) of the Company Operating Agreement
        in an
        amount sufficient to reduce Seller’s Primary Return Account to zero.


      


      1.6
         Tanger
        Management Fee.
        The
        Parties agree that prior to Closing, as a condition to Buyer’s obligations to
        close hereunder, the Company shall pay Tanger Properties Limited Partnership
        (“TPLP”)
        a pro
        rated portion of the Incentive Fee (as defined in the Management Agreement)
        payable to TPLP pursuant to the Shopping Center Management Agreement dated
        December 19, 2003 (the “Management
        Agreement”).
        Such
        pro rated Incentive Fee shall be an amount determined by multiplying (i)
        the
        Incentive Fee that would be payable for the full 2005 calendar year if the
        Company’s Net Operating Income (as determined in the Management Agreement) for
        the year had been $50,340,000 by (ii) a fraction the numerator of which is
        the
        number of days in 2005 prior to and through the Closing Date and the denominator
        of which is 365. 

      


      2. Representations
        and Warranties of Seller.
        Seller
        represents and warrants to Buyer that the statements contained in this Section
        are correct and complete as of the date of this Agreement and will be correct
        and complete as of the Closing Date (as though made then and as though the
        Closing Date were substituted for the date of this Agreement throughout this
        Section) except as set forth in the Disclosure Schedule delivered by Seller
        to
        Buyer on the date hereof and initialed by the Parties (the “Seller’s
        Disclosure Schedule”).
        The
        Seller’s Disclosure Schedule will be arranged in paragraphs corresponding to the
        lettered and numbered paragraphs contained in this Section 2.

      


      2.1 Representations
        and Warranties Concerning the Transaction

      


      (a) Organization
        of Seller.
        Seller
        is a limited liability company duly formed, validly existing and in good
        standing under the laws of the State of Delaware. 

      


      (b) Authorization
        of Transaction.
        Seller
        has full power and authority (including full power and authority as a limited
        liability company) to execute and deliver this Agreement and to perform its
        obligations hereunder. This Agreement constitutes the valid and legally binding
        obligation of Seller, enforceable in accordance with its terms and conditions.
        Seller need not give any notice to, make any filings with, or obtain any
        authorization, consent, or approval of, any government or governmental agency
        in
        order to consummate the transactions contemplated by this Agreement. The
        execution, delivery and performance of this Agreement and all other agreements
        contemplated hereby have been duly authorized by Seller, including, without
        limitation, due authorization by all of Seller’s members.

      


      (c) Noncontravention.
        Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby, will (i) violate any constitution, statute,
        regulation, rule, injunction, judgment, order, decree, ruling, charge or
        other
        restriction of any government, governmental agency or court to which Seller
        is
        subject or any provision of the Articles of Organization or Operating Agreement
        of Seller; (ii) conflict with, result in a breach of, constitute a default
        under, result in the acceleration of, create in any party the right to
        accelerate, terminate, modify, or cancel, or require any notice under any
        agreement, contract, lease, license, instrument or other arrangement to which
        Seller is a party or by which it is bound or to which any of its assets is
        subject; or (iii) result in the imposition or creation of a Lien upon or
        with
        respect to the Acquired Interest. Seller
        is
        not required to give any notice to, make any filing with, or obtain any
        authorization, consent or approval of any government or governmental agency
        in
        order for the Parties to consummate the transactions contemplated by this
        Agreement. 

      


      (d) Brokers’
        Fees.
        Seller
        has no liability or obligation to pay any fees or commissions to any broker,
        finder, or agent with respect to the transactions contemplated by this Agreement
        for which Buyer could become liable or obligated.

      


      (e) Ownership
        and Transfer of Acquired Interest.
        Seller
        holds of record and owns beneficially the Acquired Interest free and clear
        of
        any restrictions on transfer (other than any restriction under (i) the
        Securities Act and state securities laws, and (ii) the Company Operating
        Agreement), taxes, Liens, options, warrants, purchase rights, contracts,
        commitments, equities, claims and demands. Seller is not a party to any option,
        warrant, purchase right or other contract or commitment (other than this
        Agreement and the Company Operating Agreement) that could require Seller
        to
        sell, transfer or otherwise dispose of any ownership interest in the Company.
        Seller is not a party to any agreement or understanding with respect to the
        voting of any ownership interest in the Company other than the Company Operating
        Agreement.

      


      


      2.2 Representations
        and Warranties Concerning the Company

      


      (a)
        Seller has not received notice of, and has no Knowledge of, (i) any third
        party
        claim against the Company or any of its Subsidiaries, or (ii) any violation
        by
        the Company or any of its Subsidiaries of any statute, regulation, rule,
        injunction, order, decree, ruling, or charge of any government, governmental
        agency or court, in each case which claim or violation has not been disclosed
        to
        Buyer or of which Buyer is not otherwise aware. 

      


      (b)
        Seller has not taken any action that, to its Knowledge, (i) would bind or
        obligate the Company, (ii)
        is
        in material violation of the Company Operating Agreement, or (iii) would
        cause
        the Company or any Subsidiary to take any action in violation of the limited
        liability company agreement of any of its Subsidiaries, except,
        in each case (A) pursuant to a Member Consent approved by the Tanger Member
        or
        (B) as otherwise permitted by the Company Operating Agreement without a Member
        Consent, provided that in the case of this clause (B) Seller has disclosed
        such
        action to Buyer or Buyer has Knowledge of such action.

      


      3. Representations
        and Warranties of Buyer.
        Buyer
        represents and warrants to Seller that the statements contained in this Section
        3 are correct and complete as of the date of this Agreement and will be correct
        and complete as of the Closing Date (as though made then and as though the
        Closing Date were substituted for the date of this Agreement throughout this
        Section 3) except as set forth in the Disclosure Schedule delivered by Buyer
        to
        Seller on the date hereof and initialed by the Parties (the “Buyer’s
        Disclosure Schedule”).
        The
        Buyer’s Disclosure Schedule will be arranged in paragraphs corresponding to the
        lettered and numbered paragraphs contained in this Section 3. 

      


      3.1 Organization
        of Buyer.
        Buyer
        is a limited liability company duly formed, validly existing and in good
        standing under the laws of the State of North Carolina.

      


      3.2 Authorization
        of Transaction.
        Buyer
        has full power and authority (including full power and authority acting as
        a
        limited liability company) to execute and deliver this Agreement and to perform
        its obligations hereunder. This Agreement constitutes the valid and legally
        binding obligation of Buyer enforceable in accordance with its terms and
        conditions. Buyer need not give any notice to, make any filings with or obtain
        any authorization, consent or approval of any government or governmental
        agency
        in order to consummate the transactions contemplated by this
        Agreement.

      


      3.3 Noncontravention.
        Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby, will (i) violate any constitution, statute,
        regulation, rule, injunction, judgment, order, decree, ruling, charge or
        other
        restriction of any government, governmental agency, or court to which Buyer
        is
        subject or any provision of the articles of organization or operating agreement
        of Buyer; or (ii) conflict with, result in a breach of, constitute a default
        under, result in the acceleration of, create in any party the right to
        accelerate, terminate, modify or cancel or require any notice under any
        agreement, contract, lease, license instrument or other arrangement to which
        Buyer is a party or by which it is bound or to which any of its assets are
        subject. Buyer is not required to give any notice to, make any filing with,
        or
        obtain any authorization, consent or approval of any government or governmental
        agency in order for the Parties to consummate the transactions contemplated
        by
        this Agreement.

      


      3.4 Brokers’
        Fees.
        Buyer
        has no liability or obligation to pay any fee or commissions to any broker,
        finder or agent other than Compass Advisers, LLP (“Compass”)
        with
        respect to the transactions contemplated by this Agreement for which Seller
        could become liable or obligated. Buyer shall pay any fees or commissions
        payable to Compass pursuant to a separate agreement between Buyer and
        Compass.

      


      4. Pre-Closing
        Covenants.
        The
        Parties agree as follows with respect to the period between the execution
        of
        this Agreement and the Closing: 

      


      4.1 General.
        Each of
        the Parties will use its reasonable best efforts to take all action and to
        do
        all things necessary, proper or advisable in order to consummate and make
        effective the transactions contemplated by this Agreement (including
        satisfaction, but not waiver, of the closing conditions set forth in Section
        6
        below).

      


      4.2 Notices
        and Consents.
        Each
        Party will give any notices, make any filings with, and use its reasonable
        best
        efforts to obtain any authorizations, consents and approvals of governments
        and
        governmental agencies in connection with the matters, if any, referred to
        in
        Sections 2 and 3 above.

      


      4.3 Operation
        of Business.
        Seller
        will not take any action that (i) would
        bind or obligate the Company, (ii)
        is
        in material violation of the Company Operating Agreement, or (iii) would
        cause
        the Company or any Subsidiary to take any action in violation of the limited
        liability company agreement of any of its Subsidiaries, except,
        in each case (A) pursuant to a Member Consent approved by the Tanger Member
        or
        (B) as otherwise permitted by the Company Operating Agreement without a Member
        Consent, provided that in the case of this clause (B) Seller has disclosed
        such
        action to Buyer or Buyer has Knowledge of such action. 

      


      4.4 Intentionally
        Omitted.
        

      


      4.5 Notice
        of Developments.
        Each
        Party will give prompt, written notice to the other Party of any material
        adverse development causing a breach of any of its own representations and
        warranties in Sections 2 and 3 above. No disclosure by any Party pursuant
        to
        this Section 4 however, shall be deemed to amend or supplement the Disclosure
        Schedule or to prevent or cure any misrepresentation, breach of warranty
        or
        breach of covenant. 

      


      4.6 Exclusivity.
        During
        the term of this Agreement, Seller will not (and Seller will not exercise
        its
        rights as a Member of the Company to cause or permit the Company or any of
        its
        Subsidiaries to) (i) solicit, initiate or encourage the submission of any
        proposal or offer from any Person relating to the acquisition of Seller’s
        Interests in the Company or any substantial portion of the assets of the
        Company
        or any of its Subsidiaries; or (ii) participate in any discussions or
        negotiations regarding, furnish any information with respect to, assist or
        participate in, or facilitate in any other manner any effort or attempt by
        any
        Person to do or seek any of the foregoing. During the term of this Agreement,
        Seller will not vote its Interests in favor of any such acquisition without
        Buyer’s consent, and will notify Buyer immediately if any Person makes any
        proposal, offer, inquiry of contract to Seller with respect to any of the
        foregoing. 

      


      4.7 GMAC
        Conditions.
        Seller
        and Buyer will each use their reasonable best efforts to satisfy such conditions
        in connection with the sale and purchase of the Acquired Interest pursuant
        to
        the loan documents evidencing and securing a loan from GMAC Commercial Mortgage
        Corporation in the original aggregate principal amount of $200 Million assumed
        by the Company and its Subsidiaries; provided that such reasonable best efforts
        shall not be deemed to required either Party to agree to pay GMAC any fees,
        prepayments or other amounts except as expressly provided in the loan documents
        for such loan. Buyer and Seller shall be responsible for and each shall pay
        one-half of any costs or fees associated with satisfying such conditions.
        

      


      5. Post
        Closing Covenants.
        The
        Parties agree as follows with respect to the period following the Closing:
        

      


      5.1. General.
        In case
        at any time after the Closing any further actions are necessary to carry
        out the
        purposes of this Agreement, each of the Parties will take such further actions
        (including the execution and delivery of such further instruments and documents)
        as any other Party may reasonably request, all at the sole costs and expense
        of
        the requesting party (unless the requesting party is entitled to indemnification
        therefore under Section 8 of this Agreement). Seller acknowledges and agrees
        that, from and after the Closing, Buyer will be entitled to possession of
        all
        documents, books, records (including tax records), agreements and financial
        data
        of any sort relating to the Company and its Subsidiaries, provided that Seller
        shall be entitled to retain a copy of any such financial data, records,
        agreements or documents currently in Seller’s possession to the extent necessary
        for Seller’s tax filings, accounting or financial reporting. For a period of
        three years after the Closing, at Seller’s request, Buyer shall provide Seller
        with reasonable access to the books and records of the Company for the period
        prior to the Closing to the extent reasonably necessary for Seller’s tax
        filings, accounting or financial reporting, such agreement to survive the
        Closing.

      


      5.2 Litigation
        Support.
        In the
        event and for so long as any Party actively is contesting or defending against
        any action, suit, proceeding, hearing, investigation, charge, complaint,
        claim
        or demand in connection with (i) any transaction contemplated under this
        Agreement; or (ii) any fact, situation, circumstance, status, condition,
        activity, practice, plan, occurrence, event, incident, action, failure to
        act or
        transaction on or prior to the Closing Date involving the Company or any
        of its
        Subsidiaries, each of the other Parties will cooperate with it and/or its
        counsel in the contest or defense, make available its personnel and provide
        such
        testimony and access to its books and records as shall be required in connection
        with the contest or defense, all at the sole costs and expense of the contesting
        or defending party (unless the contesting or defending party is entitled
        to
        indemnification therefore under Section 8 of this Agreement). This Section
        5.2
        shall not apply to any action, suit, proceeding, hearing, investigation,
        charge,
        complaint, claim or demand between Seller and Buyer.

      


      5.3. Intentionally
        Omitted.
        

      


      5.4. Confidentiality.
        Seller
        will treat and hold as such all of the Confidential Information, refrain
        from
        using any of the Confidential Information, except in connection with this
        Agreement, and deliver promptly to Buyer or destroy, at Seller’s option, all
        tangible embodiments (and all copies) of the Confidential Information that
        are
        in its possession. In the event that Seller is requested or required pursuant
        to
        oral or written question or request for information or documents in any legal
        proceeding, interrogatories, subpoena, civil investigation, demand, or similar
        process to disclose any Confidential Information, Seller will notify Buyer
        promptly of the request or requirement so that Buyer may seek an appropriate
        protective order or waive compliance with the provisions of this sub-section
        5.4. If, in the absence of a protective order, or the receipt of a wavier
        hereunder, Seller is, on advice of counsel, compelled to disclose any
        Confidential Information to any tribunal, Seller may disclose the Confidential
        Information to the tribunal; provided, however, that Seller shall use its
        reasonable best efforts to obtain, at the reasonable request of Buyer and
        at
        Buyer’s sole cost and expense, an order or other assurance that confidential
        treatment will be accorded to such portion of the Confidential Information
        required to be disclosed as Buyer shall designate.

      


      5.5. Intentionally
        Omitted.
        

      


      6. Conditions
        to Obligation to Close.
        

      


      6.1 Conditions
        to Obligations of Buyer.
        The
        obligations of Buyer to consummate the transactions to be performed by it
        in
        connection with the Closing are subject to satisfaction of the following
        conditions: 

      


      (a) The
        representations and warranties of Seller set forth in Section 2 above shall
        be
        true and correct in all material respects at and as of the Closing
        Date;

      (b) Seller
        shall have performed and complied with all of its covenants hereunder in
        all
        material respects through the Closing;

      


      (c) The
        Company and its Subsidiaries shall have procured any of the third party consents
        specified in Section 2 above and the Seller’s Disclosure Schedule;

      


      (d) No
        action, suit or proceeding shall have been brought by any Person (other than
        the
        parties hereto or any of such parties’ affiliates) and be pending before any
        court or quasi judicial or administrative agency of any federal, state, local
        or
        foreign jurisdiction or before any arbitrator wherein an unfavorable injunction,
        judgment, order, decree, ruling or charge would (A) prevent consummation
        of any
        of the transactions contemplated by this Agreement, (B) cause any of the
        transactions contemplated by this Agreement to be rescinded following
        consummation, (C) materially and adversely affect the right of Buyer to acquire
        the Acquired Interest or (D) materially and adversely affect the right of
        the
        Company or any of its Subsidiaries to own its assets and to operate its business
        (and no such injunction, judgment, order, decree, ruling or charge shall
        be in
        effect); 

      


      (e) Seller
        shall have delivered to Buyer a certificate to the effect that each of the
        conditions specified in Paragraphs (a) through (d) of this Section 6.1 is
        satisfied in all respects;

      


      (f) Buyer
        shall not have terminated this Agreement in accordance with the provisions
        of
        Sections 7 hereof. 

      


      (g) The
        opinion of Seller’s counsel provided to Buyer contemporaneously with the
        execution of this Agreement shall be updated as of the Closing Date.


      


      (h) Buyer
        shall have received the resignations, effective as of the Closing, of each
        of
        the directors and officers of the Company and its Subsidiaries listed on
        Exhibit
        6.1(h) attached
        hereto;

      (i) Buyer
        shall have obtained reasonably satisfactory assurances that it shall be able
        to
        obtain sufficient financing (from third party lenders, public markets, or
        otherwise) to consummate the transactions contemplated hereby; 

      


      (j) The
        Parties, the Company and its Subsidiaries shall have received all other material
        authorizations, consents, and approvals of governments and governmental
        agencies, if any, described in Sections 2.1(b) and 2.1(c) of the Seller’s
        Disclosure Schedule and in Sections 3.2 and 3.3 of the Buyer’s Disclosure
        Schedule.

      


      At
        least
        sixteen (16) calendar days prior to Closing (or in the Closing Date Notice
        in
        the event of an early Closing Date), Buyer shall give Seller written notice
        of
        whether or not the conditions described in Section 6.1(i) have been satisfied.
        If Buyer notifies Seller in such written notice that the condition in Section
        6.1(i) has not been satisfied, or if Buyer fails to timely give such notice,
        then Seller shall have the right to immediately terminate this Agreement
        by
        written notice to Buyer, in which case Buyer shall promptly reimburse Seller
        for
        all of the out-of-pocket expenses actually incurred by Seller in connection
        with
        this Agreement and the transactions contemplated hereby (but not to exceed
        $25,000), and upon such payment all rights and obligations of the Parties
        hereunder shall terminate without any liability or any party to any other
        party.

      


      Buyer
        may
        waive any conditions specified in this Section 6.1 if it executes a writing
        so
        stating at or prior to the Closing. 

      


      6.2 Conditions
        to Obligation of Seller.
        The
        obligation of Seller to consummate the transactions to be performed by it
        in
        connection with the Closing is subject to satisfaction of the following
        conditions: 

      


      (a) Representations
        and warranties of Buyer set forth in Section 3 above shall be true and correct
        in all material respects at and as of the Closing Date; 

      


      (b) Buyer
        shall have performed and complied with all of its covenants hereunder in
        all
        material respects through the Closing; 

      


      (c) No
        action, suit or proceeding shall have been brought by any Person (other than
        the
        parties hereto or any of such parties’ affiliates) and be pending before any
        court or quasi judicial or administrative agency of any federal, state, local
        or
        foreign jurisdiction or before any arbitrator wherein and unfavorable
        injunction, judgment, order, decree, ruling or charge would (A) prevent
        consummation of any of the transactions contemplated by this Agreement or
        (B)
        cause any of the transactions contemplated by this Agreement to be rescinded
        following consummation (and no such injunction, judgment, order, decree,
        ruling
        or charge shall be in effect);

      


      (d) Buyer
        shall have delivered to Seller a certificate to the effect that each of the
        conditions specified in Sub-paragraphs (a) through (c) of this Section 6.2
        is
        satisfied in all respects;

      


      (e) The
        Parties, the Company and its Subsidiaries shall have received all other material
        authorizations, consents, and approvals of governments and governmental
        agencies, if any, described in Sections 2.1(b) and 2.1(c) of Seller’s Disclosure
        Schedule and in Sections 3.2 and 3.3 of Buyer’s Disclosure
        Schedule.

      


      (f) Seller
        shall not have terminated this Agreement in accordance with the provisions
        of
        Section 7 or the second to last paragraph of Section 6.1 hereof;
        and

      


      (g) The
        opinion of Buyer’s counsel provided to Seller contemporaneously with the
        execution of this Agreement shall be updated as of the Closing
        Date.

      


      Seller
        may waive any conditions specified in this Section 6.2 if it executes a writing
        so stating at or prior to the Closing. 

      


      6.3 Closing
        Documents; Transfer Taxes.
             

      


      (a) At
        the
        Closing, Seller will execute and/or deliver to Buyer all documents necessary
        to
        consummate the transactions contemplated hereunder, including, without
        limitation, the following: 

      


      (1) an
        assignment by Seller to Buyer in substantially the form attached hereto as
        Exhibit
        6.3(a)(1)
        (the
“Assignment
        Agreement”)
        transferring all of Seller’s ownership interests in the Company to Buyer;


      


      (2) a
        certified copy of a Consent of Members signed by all of the members of Seller
        having approval rights over the transactions contemplated herein authorizing
        such transactions, the execution and delivery of all documents required to
        effectuate such and designating the persons authorized to execute and deliver
        such documents on behalf of Seller, together with a certificate of incumbency
        with respect to such persons; and

      


      (3) a
        release
        of the Tanger Guaranty.

      


      (b) At
        the
        Closing, Buyer will execute and/or deliver to Seller all documents necessary
        to
        consummate the transactions contemplated hereunder, including, without
        limitation, the following:

      (1) payment
        of the Purchase Price in cash by wire transfer or in other
        immediately available
        guaranteed U.S. funds; 

      


      (2)
         the
        Assignment Agreement; 

      


      (3) a
        certified copy of a Consent of Members signed by all of the members of Buyer
        authorizing the transactions contemplated herein, the execution and delivery
        of
        all documents required to effectuate such and designating the persons authorized
        to execute and deliver such documents on behalf of Buyer, together with a
        certificate of incumbency with respect to such persons; and

      


      (4) a
        release
        of the Blackstone Guaranty.

      


      (c) Seller
        and Buyer will each pay one-half of any transfer or excise tax which is payable
        by reason of the transfer of the Acquired Interest pursuant to this Agreement,
        whether attributable to the Acquired Interest or to the real property of
        the
        Company or any of its Subsidiaries.

      


      7. Termination.
        

      


      7.1 Termination
        of Agreement.
        Certain
        of the Parties may terminate this Agreement as provided below: 

      


      (a) Buyer
        and
        Seller may terminate this Agreement by mutual, written consent at any time
        prior
        to the Closing; 

      


      (b) Buyer
        may
        terminate this Agreement by giving written notice to Seller at any time prior
        to
        the Closing (A) in the event Seller has breached any material representation,
        warranty or covenant contained in this Agreement in any material respect,
        Buyer
        has notified Seller of the breach and the breach has continued without cure
        for
        a period of thirty (30) days after the notice of breach; or (B) if the Closing
        shall not have occurred on or before November 30, 2005 by reason of the failure
        of any Condition Precedent under Section 6.1 hereof (unless the failure results
        primarily from Buyer itself breaching any representation, warranty or covenant
        contained in this Agreement); and 

      


      (c) Seller
        may terminate this Agreement by giving written notice to Buyer at any time
        prior
        to the Closing (A) in the event Buyer has breached any material representation,
        warranty or covenant contained in this Agreement in any material respect,
        Seller
        has notified Buyer of the breach, and the breach has continued without cure
        for
        a period of thirty (30) days after the notice of breach or (B) if the Closing
        shall not have occurred on or before November 30, 2005 by reason of the failure
        of any Conditions Precedent under Section 6.2 hereof (unless the failure
        results
        primarily from Seller itself breaching any representation, warranty or covenant
        contained in this Agreement). 

      


      7.2 Effect
        of Termination.
        If any
        Party terminates this Agreement pursuant to Section 7.1 above, all rights
        and
        obligations of the Parties hereunder shall terminate without any liability
        of
        any party to any other party (except for any liability of any party then
        in
        breach). 

      


      8. Remedies
        for Breaches of This Agreement.
        

      


      8.1. Survival
        of Representations and Warranties.
        Except
        as provided below, all of the representations and warranties of the Parties
        contained in this Agreement (including the representations and warranties
        of the
        Parties contained in Sections 2.1 and 3 hereof) shall survive the Closing
        and
        continue in full force and effect until thirty (30) days following the
        expiration of the applicable statute of limitations (including any extensions
        thereto). All of the covenants of the Parties contained in Section 4 shall
        not
        survive the Closing. All of the representations of the Seller contained in
        Section 2.2 hereof and all of the covenants of the Parties contained in Section
        5 shall survive the Closing for a period of one year after the Closing Date.
        Seller shall have no liability with respect to any of Seller’s representations
        and warranties in Section 2 hereof if, prior to the Closing, Buyer has actual
        Knowledge that any such representation or warranty is untrue or incorrect,
        and
        Buyer nevertheless consummates the transactions contemplated by this Agreement.
         

      8.2. Indemnification
        Provisions for Buyer’s Benefit.
        In the
        event Seller breaches any of its representations, warranties and covenants
        contained herein, and provided that Buyer makes a written claim for
        indemnification against Seller within the survival period then Seller shall
        be
        obligated to indemnify Buyer from and against the entirety of any Adverse
        Consequences Buyer may suffer (including any Adverse Consequences Buyer may
        suffer after the end of any applicable survival period) resulting from, arising
        out of, relating to, in the nature of or caused by the breach. 

      


      8.3 Indemnification
        Provisions for Seller’s Benefit.
        In the
        event Buyer breaches any of its representations, warranties and covenants
        contained herein and provided that Seller makes a written claim for
        indemnification against Buyer within the survival period, then Buyer agrees
        to
        indemnify Seller from and against the entirety of any Adverse Consequences
        suffered (including any Adverse Consequences may suffer after the end of
        any
        applicable survival period) resulting from, arising out of, relating to,
        in the
        nature of, or caused by the breach.

      


      8.4. Matters
        Involving Third Parties.
        

      


      (a) If
        any
        third party notifies any Party (the “Indemnified
        Party”)
        with
        respect to any matter (the “Third
        Party Claim”)
        that
        may give rise to a claim for indemnification against any other party (the
        “Indemnifying
        Party”)
        under
        this Section 8, then the Indemnified Party shall promptly notify the
        Indemnifying Party thereof in writing; provided, however, that no delay on
        the
        part of the Indemnified Party in notifying any Indemnifying Party shall relieve
        the Indemnifying Party from any obligation hereunder unless (and then solely
        to
        the extent) the Indemnifying Party is thereby prejudiced. 

      


      (b) Any
        Indemnifying Party will have the right to assume the defense of the Third
        Party
        Claim with counsel of its choice reasonably satisfactory to the Indemnified
        Party at any time within fifteen (15) days after the Indemnified Party has
        given
        notice of the Third Party Claim; provided, however, that the Indemnifying
        Party
        must conduct the defense of the Third Party Claim actively and diligently
        thereafter in order to preserve its rights in this regard; and provided,
        further, that the Indemnified Party may retain separate co-counsel at its
        sole
        costs and expense and participate in the defense of the Third Party Claim.
        

      


      (c) So
        long
        as the Indemnifying Party has assumed and is conducting the defense of the
        Third
        Party Claim in accordance with Section 8.4(b) above, (A) the Indemnifying
        Party
        will not consent to the entry of any judgment on or entry into any settlement
        with respect to the Third Party Claim without the prior written consent of
        the
        Indemnified Party (not to be unreasonably withheld) unless the judgment or
        proposed settlement involves only the payment of money damages by one or
        more of
        the Indemnifying Parties and does not impose an injunction or other equitable
        relief upon the Indemnified Party and (B) the Indemnified Party will not
        consent
        to the entry of any judgment on or enter into any settlement with respect
        to the
        Third Party Claim without the prior written consent of the Indemnifying Party
        (not to be unreasonably withheld).

      


      (d) In
        the
        event the Indemnifying Party does not assume and conduct the defense of the
        Third Party Claim in accordance with Section 8.4(b) above (A) the Indemnified
        Party may defend against, and consent to the entry of any judgment on or
        enter
        into any settlement with respect to, the Third Party Claim in any manner
        it may
        reasonably deem appropriate (and the Indemnified Party need not consult with,
        or
        obtain any consent from, the Indemnifying Party in connection therewith)
        and (B)
        the Indemnifying Party will remain responsible for any Adverse Consequences
        the
        Indemnified Party may suffer resulting from, arising out of, relating to,
        in the
        nature of, or caused by the Third Party Claim to the fullest extent provided
        in
        this Section 8. 

      


      9. Definitions.
        

      


      “Acquired
        Interest”
        shall
        have the meaning ascribed to the term in Section 1.1 hereof.

      


      “Adverse
        Consequences”
        means
        all actions, suits, proceedings, hearings, investigations, charges, complaints,
        claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
        dues, penalties, fines, costs, amounts paid in settlement, Liabilities,
        obligations, Taxes, Liens, losses, expenses, and fees, including court costs
        and
        reasonable attorneys' fees and expenses.

      


      “Business
        Day”
        means
        any day other than a Saturday, Sunday or other day on which commercial banks
        in
        New York are authorized or required to close under the laws of the State
        of New
        York and are actually closed. 

      


      “Buyer”
        means
        Tanger COROC, LLC.

      


      “Buyer’s
        Disclosure Schedule”
        means
        the disclosure schedule described in Section 3 hereof.

      


      “Closing”
        shall
        have the meaning ascribed to the term in Section 1.3 hereof.

      


      “Closing
        Date”
        shall
        have the meaning ascribed to the term in Section 1.3 hereof

      


      “Company”
        means
        COROC Holdings L.L.C.

      


      “Company
        Operating Agreement”
        shall
        have the meaning ascribed to the term in Rectal A hereof.

      


      “Confidential
        Information”
        means
        any information concerning the business and affairs of the Company and its
        Subsidiaries existing as of the Closing Date other than (i) any information
        that
        is or was already generally available to the public or (ii) was independently
        developed by or on behalf of Buyer.

      


      “Knowledge”
        means,
        (i) with respect to the Seller, the actual knowledge of Jonathan Gray, Gary
        Sumers or Alan Miyasaki, and (ii) with respect to the Buyer, the actual
        knowledge of Stanley K, Tanger, Steven B. Tanger or Frank
        Marchisello.

      


      “Liability”
        means
        any liability (whether known or unknown, whether asserted or unasserted,
        whether
        absolute or contingent, whether accrued or unaccrued, whether liquidated
        or
        unliquidated, and whether due or to become due), including any liability
        for
        Taxes.

      


      “Lien”
        means
        any mortgage, pledge, lien, encumbrance, charge or other security
        interest.

      


      “Management
        Agreement” shall have the meaning ascribed to the term in Section 1.6
        hereof.

      


      “Net
        Operating Income”
        shall
        have the meaning ascribed to the term in Section 1.6 hereof. 

      


      “Person”
        means
        an individual, a partnership, a corporation, an association, a joint stock
        company, a trust, a joint venture, an unincorporated organization, or a
        governmental entity (or any department, agency or political subdivision
        thereof).

      


      “Purchase
        Price”
        shall
        have the meaning ascribed to the term in Section 1.2 hereof.

      


      “Securities
        Act”
        means
        the Securities Act of 1933, as amended.

      


      “Seller”
        means
        BROC Portfolio L.L.C.

      


      “Seller’s
        Disclosure Schedule”
        means
        the disclosure schedule identified in Section 2 hereof

      


      “Subsidiaries”
        means
        the subsidiaries of the Company set forth on Exhibit
        9.

      


      “TFOC”
        means
        Tanger Factory Outlet Centers, Inc., a North Carolina corporation.

      


      “TPLP”
        means
        Tanger Properties Limited Partnership, a North Carolina limited
        partnership.

      


      10. Miscellaneous.

      


      10.1 Survival
        of Representations and Warranties  10.1 Survival
        of Representations and Warranties
        . All of
        the representations and warranties of the Parties contained in this Agreement
        shall survive the Closing hereunder as and to the extent provided
        herein.

      


      10.2 Press
        Releases and Public Announcements  10.2 Press
        Releases and Public Announcements
        . No
        Party shall issue any press release or make any public announcement relating
        to
        the subject matter of this Agreement prior to the Closing without the prior
        written approval of the other Party; provided, however, that any Party may
        make
        any public disclosure it believes in good faith is required by applicable
        law or
        any listing or trading agreement concerning its publicly-traded securities
        (in
        which case the disclosing party will use its reasonable best efforts to advise
        the other Party prior to making the disclosure). The Parties understand that
        TFOC will be required to make a filing under the Securities Act and to publicly
        announce the proposed transaction when this Agreement is signed to comply
        with
        the Securities Act and the rules of the New York Stock Exchange. Any such
        public
        announcement shall be a joint statement approved by both Parties.

      


      10.3 No
        Third-Party Beneficiaries  10.3 No
        Third-Party Beneficiaries
        . This
        Agreement shall not confer any rights or remedies upon any Person other than
        the
        Parties and their respective successors and permitted assigns.

      


      10.4 Entire
        Agreement  10.4 Entire
        Agreement
        . This
        Agreement (including the documents referred to herein) constitutes the entire
        agreement between the Parties and supersedes any prior understandings,
        agreements, or representations by or between the Parties, written or oral,
        to
        the extent they related in any way to the subject matter hereof.

      


      10.5 Succession
        and Assignment  10.5 Succession
        and Assignment
        . This
        Agreement shall be binding upon and inure to the benefit of the Parties named
        herein and their respective successors and permitted assigns. No Party may
        assign either this Agreement or any of its rights, interest, or obligations
        hereunder without the prior written approval of the other Party.

      


      10.6 Counterparts  10.6 Counterparts
        . This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original but all of which together will constitute one and the
        same
        instrument.

      


      10.7 Headings  10.7 Headings
        . The
        section headings contained in this Agreement are inserted for convenience
        only
        and shall not affect in any way the meaning or interpretation of this
        Agreement.

      


      10.8 Notices  10.8 Notices
        . All
        notices, requests, demands, claims, and other communications hereunder will
        be
        in writing. Any notice, request, demand, claim or other communication hereunder
        shall be deemed duly given (i) when delivered personally to the recipient,
        (ii)
        two (2) Business Day after being sent to the recipient by reputable overnight
        courier service (charges prepaid) or (iii) four (4) Business Days after being
        mailed to the recipient by registered or certified mail, return receipt
        requested, postage prepaid, and addressed to the intended recipient as set
        forth
        below.

       

      
        	
                If
                  to Seller, to:

              	
                BROC
                  Portfolio L.L.C.

                c/o
                  Blackstone Real Estate Acquisitions IV L.L.C.

                345
                  Park Avenue

                New
                  York, NY 10154

                Attention:
                  Mr. Jonathan D. Gray

              
	
                With
                  a copy to:

              	
                 

                Mr.
                  Gregory J. Ressa 

                Simpson
                  Thacher & Bartlett LLP

                425
                  Lexington Avenue

                New
                  York, NY 10017

              
	
                If
                  to Buyer, to:

              	
                Tanger
                  COROC, LLC

                3200
                  Northline Avenue, Suite 360

                Greensboro,
                  NC 27408

                Attention:
                  Mr. Stanley K. Tanger

              
	
                With
                  a copy to:

              	
                Mr.
                  John H. Vernon, III

                Vernon,
                  Vernon, Wooten, Brown, Andrews & Garrett, P.A.

                P.O.
                  Drawer 2958

                Burlington,
                  NC 27216-2958

              


      

      


      Any
        party
        may send any notice, request, demand, claim, or other communication hereunder
        to
        the intended recipient at the address set forth above using any other means
        (including messenger service, telecopy, telex, ordinary mail, or electronic
        mail), but no such notice, request, demand, claim, or other communication
        shall
        be deemed to have been duly given unless and until it actually is received
        by
        the intended recipient. Any Party may change the address to which notices,
        requests, demands, claims, and other communications hereunder are to be
        delivered by giving the other Party notice in the manner herein set
        forth.

      


      10.9 Governing
        Law  10.9 Governing
        Law
        . This
        Agreement shall be governed by and construed in accordance with the domestic
        laws of the State of Delaware without giving effect to any choice or conflict
        of
        law provision or rule (whether of the State of Delaware any other jurisdiction)
        that would cause the application of the laws of any jurisdiction other than
        the
        State of Delaware.

      


      10.10 Amendments
        and Waivers  10.10 Amendments
        and Waivers
        . No
        amendment of any provision of this Agreement shall be valid unless the same
        shall be in writing and signed by Buyer and Seller. No waiver by any Party
        of
        any provision of this Agreement or any default, misrepresentation, or breach
        of
        warranty or covenant hereunder, whether intentional or not, shall be valid
        unless the same shall be in writing and signed by the Party making such waiver
        nor shall such waiver be deemed to extend to any prior or subsequent default,
        misrepresentation, or breach of warranty or covenant hereunder or affect
        in any
        way any rights arising by virtue of any prior or subsequent such
        occurrence.

      


      10.11 Severability  10.11 Severability
        . A term
        or provision of this Agreement that is invalid or unenforceable in any situation
        in any jurisdiction shall not affect the validity or enforceability of the
        remaining terms and provisions hereof or the validity or enforceability of
        the
        offending term or provision in any other situation or in any other
        jurisdiction.

      


      10.12 Expenses  10.12 Expenses
        . Each
        of Buyer and Seller will bear its own costs and expenses (including legal
        fees
        and expenses) incurred in connection with this Agreement and the transactions
        contemplated hereby. 

      


      10.13 Construction  10.13 Construction
        . The
        Parties have participated jointly in the negotiation and drafting of this
        Agreement. In the event an ambiguity or question of intent or interpretation
        arises, this Agreement shall be construed as if drafted jointly by the Parties
        and no presumption or burden of proof shall arise favoring or disfavoring
        any
        Party by virtue of the authorship of any of the provisions of this Agreement.
        Any reference to any federal, state, local, or foreign statute or law shall
        be
        deemed also to refer to all rules and regulations promulgated thereunder,
        unless
        the context requires otherwise. The word “including” shall mean including
        without limitation. Nothing in the Disclosure Schedule shall be deemed adequate
        to disclose an exception to a representation or warranty made herein unless
        the
        Disclosure Schedule identifies the exception with reasonable particularity
        and
        describes the relevant facts in reasonable detail. Without limiting the
        generality of the foregoing, the mere listing (or inclusion of a copy) of
        a
        document or other item shall not be deemed adequate to disclose an exception
        to
        a representation or warranty made herein (unless the representation or warranty
        has to do with the existence of the document or other item itself). The Parties
        intend that each representation, warranty, and covenant contained herein
        shall
        have independent significance. If any Party has breached any representation,
        warranty, or covenant contained herein in any respect, the fact that there
        exists another representation, warranty, or covenant relating to the same
        subject matter (regardless of the relative levels of specificity) which the
        Party has not breached shall not detract from or mitigate the fact that the
        Party is in breach of the first representation, warranty or
        covenant.

      


      10.14 Incorporation
        of Exhibits and Schedules  10.14 Incorporation
        of Exhibits and Schedules
        . The
        Exhibits and Schedules identified in this Agreement are incorporated herein
        by
        reference and made a part hereof.

      


      10.15 Specific
        Performance  10.15 Specific
        Performance
        . Each
        of the Parties acknowledges and agrees that the other Party would be damaged
        irreparably in the event any of the provisions of this Agreement are not
        performed in accordance with their specific terms or otherwise are breached.
        Accordingly, each of the Parties agree that the other Party shall be entitled
        to
        an injunction or injunctions to prevent breaches of the provisions of this
        Agreement and to enforce specifically this Agreement and the terms and
        provisions hereof in any action instituted in any court of the United States
        or
        any state thereof having jurisdiction over the Parties and the matter in
        addition to any other remedy to which it may be entitled, at law or in
        equity.

      


      11. Mutual
        Release.
        

      


      Upon
        the
        Closing Date, (a) Seller shall, on behalf of itself and each of its
        predecessors, successors, present and former affiliates, subsidiaries, parents,
        assigns, officers, directors, stockholders, partners, managers, members,
        employees and agents and each and all of their respective affiliates and
        subsidiaries (collectively, the “Seller
        Related Parties”)
        release and forever discharge Buyer and its respective predecessors, successors,
        present and former affiliates, subsidiaries, parents, assigns, officers,
        directors, stockholders, partners, managers, members, employees and agents
        and
        each and all of their respective affiliates and subsidiaries (collectively,
        the
“Buyer
        Related Parties”)
        from
        any and all actions, causes of action, suits, debts, dues, sums of money,
        accounts, reckonings, controversies, agreements, promises, damages, (whether
        compensatory, punitive, statutory, interest, costs, attorneys’ fees or
        otherwise), judgments, executions, claims, counterclaims, demands, and other
        forms of liability howsoever denominated, whether at law or in equity, whether
        based on contract, tort, statute or otherwise (collectively, the “Released
        Claims”),
        which
        each and all of the Seller Related Parties now owns or holds, has at any
        time
        heretofore owned or held or may hereafter own or hold against any one or
        more of
        the Buyer Related Parties as a result of, arising out of or relating in any
        way
        to the Company Operating Agreement, the Management Agreement, the Company,
        the
        Subsidiaries or the Property and any other lease, license, agreement,
        arrangement or understanding (whether written or otherwise) in any way related
        to or arising out of the foregoing (collectively, the “Property-Related
        Obligations”)
        and
        (b) Buyer shall, on behalf of itself and its predecessors, successors, present
        and former affiliates, subsidiaries, parents, assigns, officers, directors,
        stockholders, partners, managers, members, employees and agents and each
        and all
        of their respective affiliates and subsidiaries (collectively, the “Buyer
        Related Parties”),
        release and forever discharge each and all of the Seller Related Parties
        from
        the Released Claims which each and all of the Buyer Related Parties now owns
        or
        holds, has at any time heretofore owned or held or may hereafter own or hold
        against any one or more of the Seller Related Parties as a result of, arising
        out of or relating in any way to the Property-Related Obligations.
        Notwithstanding the foregoing, the term “Released
        Claims”
        shall
        not include any claims arising out of obligations under this Agreement. The
        releases described this Section 11 shall be self-operative upon the Closing
        and
        shall not require the execution of any additional instrument. The provisions
        of
        this Section 11 shall survive the Closing.

      



      
         

         

      



      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


         IN
        WITNESS WHEREOF, the parties have executed this Agreement effective as of
        the
        date first above written.

      


      SELLER:

      BROC
        PORTFOLIO L.L.C.,
        a
        Delaware limited        liability
        company

      By: _____________________

      Alan
        Miyasaki

      Secretary

      BUYER:

      TANGER
        COROC, LLC,
        a North
        Carolina        limited
        liability company

      By: Tanger
        Devco, LLC, its Manager

      By: ____________________

      Stanley
        K. Tanger

      Chief
        Executive Officer

      


      



      
         

         

        
 

      

      



      
         

        
           

          
            

          

        

        
           

          
          

        

      



      


      EXHIBIT
        6.1(h)

      


      DIRECTORS
        AND OFFICERS 

      OF
        THE COMPANY AND ITS SUBSIDIARIES 

      THAT
        SHALL RESIGN AT CLOSING

      


      


      Officers:

      


      Gary
        M.
        Sumers 
        Co-President
        of each Subsidiary

      


      Jonathan
        D. Gray           
        Vice
        President of each Subsidiary

      


      Alan
        Miyasaki                
        Secretary
        of each Subsidiary

      


      


      Directors:

      


      


      Gary
        M.
        SumersDirector
        of each GMAC Borrower 

      


      Alan
        MiyasakiDirector
        of each GMAC Borrower

      EXHIBIT
        6.3(a)1)

      


      FORM
        OF INTEREST ASSIGNMENT AND ASSUMPTION AGREEMENT

      


      


      Assignment
        and Assumption of Interests

        ASSIGNMENT
        AND ASSUMPTION OF MEMBERSHIP INTERESTS (this “Assignment”)
        dated
        as of ___________ __, 2005, by and among BROC Portfolio L.L.C., a Delaware
        limited liability company having an address at c/o Blackstone Real Estate
        Acquisitions IV L.L.C., 345 Park Avenue, New York, New York 10154 (“Assignor”),
        and
        Tanger COROC, LLC, a North Carolina limited liability company having an address
        at c/o 3200 Northline Avenue, Suite 360, Greensboro, NC 27408 (“Assignee”).

      


      Background

      This
        Assignment and Assumption of Interests is being executed and delivered pursuant
        to that certain Agreement dated as of August 22, 2005 (the “Purchase
        Agreement”)
        between Assignor 


      
         

        
           

          
            

          

        

        
           

          
          

        

      



      and
        Assignee. All capitalized terms used but not defined herein shall have the
        meanings ascribed to them in the Purchase Agreement.

      Assignment
        and Assumption

      In
        consideration of Ten ($10.00) Dollars in hand paid by Assignee, the receipt
        and
        sufficiency of which is hereby acknowledged, Assignor does hereby assign,
        transfer and set over unto Assignee, all of Assignor’s right, title and interest
        in and to Assignor’s membership interests in COROC Holdings L.L.C. (the
“Company”)
        (collectively, the “Interests”).

      Assignee
        hereby accepts the foregoing assignment and assumes all of Assignor’s duties and
        obligations with respect to the Interests arising from and after the date
        of
        this Assignment (whether such duties and obligations arise under the relevant
        organizational documents of the Company or applicable law), all pursuant
        to the
        terms and conditions of the Purchase Agreement. 

      This
        Assignment is made without warranty or representation, express or implied,
        by or
        recourse against Assignor of any kind or nature whatsoever except as set
        forth
        in the Purchase Agreement.

      This
        Assignment may be executed in one or more counterparts, each of which when
        so
        executed and delivered shall be deemed an original, but all of which taken
        together shall constitute but one and the same instrument.

      IN
        WITNESS WHEREOF, Assignor and Assignee have duly executed this instrument
        as of
        the day first above written.

      ASSIGNOR:

      


      BROC
        Portfolio l.l.c., a
        Delaware limited liability company

      


      


      By: __________________________________

      Name:

      Title:

      


      


      ASSIGNEE:

      


      TANGER
        COROC, LLC, a North Carolina limited liability company

      


      By: Tanger
        Devco, LLC, its Manager

      


      By: __________________________

      Name:

      Title:

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        9

      


      LIST
        OF SUBSIDIARIES

      


      GMAC
        Borrowers

      


      1.COROC/Riviera
        L.L.C.

      


      2.COROC/Tuscola
        L.L.C.

      


      3.COROC/Hilton
        Head I L.L.C.

      


      4.COROC/Hilton
        Head II L.L.C.

      


      5.COROC/Westbrook
        I L.L.C.

      


      6.COROC/Lake
        Regions L.L.C.

      


      7.COROC/Myrtle
        Beach L.L.C.

      


      8.COROC/Rehoboth
        I L.L.C.

      


      9.COROC/Rehoboth
        II L.L.C.

      


      10.COROC/Rehoboth
        III L.L.C.

      


      11.COROC/Lincoln
        City L.L.C.

      


      12.COROC/Park
        City L.L.C.

      


      


      Owners
        of Surplus Land

      


      1.COROC/Clinton
        CHR L.L.C.

      


      2.COROC/Clinton
        WR L.L.C.

      


      3.BRE/ROC
        Holding L.L.C.

      


      4.COROC/Westbrook
        II L.L.C.

      


      


      SELLER’S
        DISCLOSURE SCHEDULE

      


      


      None


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      BUYER’S
        DISCLOSURE SCHEDULE

      


      None