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ESTOPPEL AND AGREEMENT
<br />
<br />(Incentive Grant Agreement)
<br />
<br /> THIS ESTOPPEL AND AGREEMENT (this "Agreement") is made as of the- day
<br />of November 2002, by the County of Cabarrus, North Carolina (the "County"), the City of
<br />Concord, North Carolina (the "City"; the City and the County (together with their respective
<br />successors and assigns) are individually and collectively (as the context requires) herein referred
<br />to as the "Municipality"), for the benefit of JPMORGAN CHASE BANK, a New York
<br />banking corporation, having an address at 270 Park Avenue, 10th Floor, New York, New York
<br />10017 (together with its successors and/or assigns, "JPM") and COMMERZBANK AG, NEW
<br />YORK BRANCH, having an address at 2 World Financial Center, 34th Floor, New York, New
<br />York 10281 (together with its successors and/or assigns, is herein referred to as
<br />"Commerzbank"; JPM and Commerzbank are herein referred to, collectivelY and individually
<br />(as the context requires), as "Lender").
<br />
<br />REC!IA_LS
<br />
<br /> WHEREAS, Lender is. contemplating making a first mortgage loan (the "Loan") to
<br />Concord Mills Mall Limited Partnership ("Borrower") to be evidenced by the Notes (as defined
<br />in the Loan Agreement (defmed below)) and secured by, among other things, a certain Loan'
<br />Agreement by and among Lender and Borrower, among others (the "Loan Agreement") and the
<br />Security Instrument (as defined in the Loan Agreement) encumbering certain property more'
<br />particularly described on Exhibit A attached hereto and made a part hereof(the "Property");
<br />
<br /> WHEREAS, Municipality is a party to that certain Incentive Grant Agreement, more
<br />particularly described in Exhibit B attached hereto and made a part hereof (the "Incentive Grant
<br />Agreement"), which Incentive Grant Agreement imposes certain conditions and covenants upon
<br />Borrower, grants .certain financial benefits to Borrower and, pursuant to Section 7(j) thereof,
<br />requires Municipality to provide this Agreement; and
<br />
<br /> WHEREAS, the parties hereto desire to clarify certain provisions of, and make certain
<br />representations, covenants and agreements with respect to, the Incentive Grant Agreement.
<br />
<br /> NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which is hereby acknowledged, the parties hereto hereby represent, covenant and agree as
<br />follows:
<br />
<br /> 1. The Incentive Grant Agreement (i) is in full force and effect, (ii) has not been
<br />supplemented, amended or otherwise modified except as provided on Exhibit C attached hereto
<br />and (iii) represents the entire understanding of the parties thereto as to the subject matter
<br />contained therein, and there exists no other documents, agreements or understandings with
<br />respect to said subject matter.
<br />
<br /> 2. No party to the Incentive Grant Agreement is in default under the Incentive Grant
<br />Agreement, nor has any event occurred which, with the passage of time, the giving of notice, or
<br />both, would cause any party thereto to be in default under the Incentive Grant Agreement.
<br />
<br />21o~'497.o3
<br /> LIB: CH
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<br />482770.3.02 10/25/02 12:17 AM J~.-- ~:=,
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