THIRD AMENDMENT ---------------Warburg Pincus Investors Lp • March 13th, 2002
SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement") dated as of ____________, 2002 is given by the undersigned in favor of Bank of America, N.A., as Agent (as defined below), and the Lenders (as defined below). WHEREAS, Grubb &...Subordination Agreement • March 13th, 2002 • Warburg Pincus Investors Lp • Illinois
RECITALS --------Option Agreement • March 13th, 2002 • Warburg Pincus Investors Lp • New York
PUT NOTE]Note and Security Agreement • March 13th, 2002 • Warburg Pincus Investors Lp • Illinois
THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO GRUBB & ELLIS COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
