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Al"\1ENDED AND RESTATED ADVERTISING PROGRAM AGREEMENT This agreement is being entered into on this 26th day of February, 2001, effective October 1, 2000, between the City of San Marcos (the "City"),Tanger Properties Limited Partnership ("Tanger"), and Prime Retail, L.P. ("Prime"). RECITALS 1. Tanger is the owner and operator of the Tanger Factory Outlet Center in San Marcos, Texas (the "Tanger Outlet Center"). Prime is the owner and operator of Prime Outlets San Marcos in San Marcos, Texas (the "Prime Outlet Center"). The City derives significant revenues from retail business and tourism activity in the City. Tanger has professional staff to develop and implement a marketing program for the Tanger Outlet Center, the Prime Outlet Center and the San Marcos area. 2. In order to ensure the continued success of the San Marcos outlet mall area, and to enhance revenue to the City from retail business and tourism activity, the City and Tanger executed an agreement dated August 28,2000 (the "Agreement") under which the City agreed to use the professional services and resources of Tanger to facilitate a joint advertising program between the City and Tanger during the 2000-2001 fiscal year of the City. 3. Prime has requested an amendment to the Original Agreement to provide for Prime to participate in the advertising program. This Amended and Restated Advertising Program Agreement (this "Amended Agreement") supersedes and replaces the Agreement. AGREEMENT 1. Prime agrees to pay to the City $71,000, and the City agrees to reimburse Tanger up to $142,000.00 ($71,000 from Prime and $71,000 of the City's o\'vTI funds), towards advertising costs incurred by Tanger under this Amended Agreement during the period of time from March I, 2001, to September 30, 2001. Tanger agrees to use these funds with its best professional efforts for the implementation of an advertising program to promote retail business and tourism activity in the City generally, at attractions in the area of the City, and at the Tanger Outlet Center and the Prime Outlet Center. 2. Tanger has already developed and partially implemented an advertising program for the City's current fiscal year, and the City and Tanger have already jointly contributed to this program. As soon as possible after execution of this Amended Agreement, Tanger will develop a modified advertising program (the "Modified Program") towards which City funds and Prime funds are to be contributed, in coordination with the City Manager, the San Marcos Convention and Visitors Bureau (the "CVB"), and the Marketing Department of Prime. The Modified Program will include a preliminary advertisement/promotion concept, media schedule and advertising plan for the period from March 1, 2001 to September 30, 2001. Once initial development of the Modified Program is complete, Tanger will provide a copy of it to the City Manager, to the CVB Director at 202 C.M. Allen Parkway, San Marcos, TX, 78666, and to the C:\TEt'vfP\Tanger-Prime ad K-edit.doc 1