FIRST LETTER AMENDMENT TO THE THIRD AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 2nd, 2009 • Grubb & Ellis Co • Real estate agents & managers (for others) • Ohio
Reference is made to (i) the Third Amended and Restated Credit Agreement dated as of May 18, 2009 (the “Credit Agreement”) by and among Grubb & Ellis Company (the “Borrower”), the guarantors named therein, Deutsche Bank Trust Company Americas, as administrative agent (the “Administrative Agent”), the financial institutions identified therein as lender parties (the “Lender Parties”), Deutsche Bank Trust Company Americas, as syndication agent, and Deutsche Bank Securities Inc., as sole book running manager and sole lead arranger, and (ii) the Third Amended and Restated Security Agreement dated May 18, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Grantors from time to time party thereto in favor of the Administrative Agent for the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Sec
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED EXCEPT (a) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH...Grubb & Ellis Co • October 2nd, 2009 • Real estate agents & managers (for others) • New York
FOR VALUE RECEIVED, Grubb & Ellis Company, a corporation organized and existing under the laws of the State of Delaware (along with all of its current and future affiliates and subsidiaries collectively, the “Company”), promises to pay to the order of Kojaian Management Corporation, a Michigan corporation, or its assignee or designee (“Investor”), the sum of FIVE MILLION DOLLARS AND 00/100 ($5,000,000) together with interest as provided herein due on or before the Maturity Date (as defined in Section 6 below). All cash payments under this senior subordinated convertible note (the “Note”) shall be made in legal tender of the United States in immediately available funds.
FIRST LETTER AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • October 2nd, 2009 • Grubb & Ellis Co • Real estate agents & managers (for others) • New York
Reference is made to the Warrant Agreement dated as of May 18, 2009 (the “Warrant Agreement”) by and between Grubb & Ellis Company, a Delaware corporation (the “Company”), and the Holders identified in Exhibit B thereto. Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Warrant Agreement.
FIRST LETTER AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 2nd, 2009 • Grubb & Ellis Co • Real estate agents & managers (for others) • Ohio
Reference is made to the Third Amended and Restated Credit Agreement dated as of May 18, 2009 (the “Credit Agreement”) by and among Grubb & Ellis Company (the “Borrower”), the guarantors named therein, Deutsche Bank Trust Company Americas, as administrative agent (the “Administrative Agent”), the financial institutions identified therein as lender parties (the “Lender Parties”), Deutsche Bank Trust Company Americas, as syndication agent, and Deutsche Bank Securities Inc., as sole book running manager and sole lead arranger. Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Credit Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • October 2nd, 2009 • Grubb & Ellis Co • Real estate agents & managers (for others) • New York
Reference is made to the Third Amended and Restated Credit Agreement dated as of May 18, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the guarantors named therein, the Administrative Agent, the financial institutions identified therein as lender parties (the “Lender Parties”), Deutsche Bank Trust Company Americas, as syndication agent, and Deutsche Bank Securities Inc., as sole book running manager and sole lead arranger.
