Exhibit 1 SALE AND ASSIGNMENT AGREEMENT dated as of October 21, 1996 between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Seller") and WARBURG, PINCUS INVESTORS, L.P. ("Buyer"). 1. Subject to the terms and conditions hereof, on the Closing Date (as...Sale and Assignment Agreement • October 24th, 1996 • Warburg Pincus & Co • New York
Exhibit 2 E.M. WARBURG, PINCUS & CO., INC. 466 Lexington Avenue, New York, N.Y., 10017-3147 October 21, 1996 Grubb & Ellis Company 10275 West Higgins Road, Suite 300 Rosemont, IL 60018 Attention: Mr. Neil Young Gentlemen: Warburg, Pincus Investors,...Purchase Agreement • October 24th, 1996 • Warburg Pincus & Co
