0001341004-11-001521 Sample Contracts

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • July 26th, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York

This AMENDMENT NO. 1, dated as of July 22, 2011 (this “Amendment”), to the Credit Agreement dated as of April 15, 2011 (the “Credit Agreement”), is entered into by and among (1) GRUBB & ELLIS COMPANY, a Delaware corporation (the “Parent Guarantor”), (2) GRUBB & ELLIS MANAGEMENT SERVICES, INC., a Delaware corporation (the “Borrower”); (3) the other guarantors party hereto (the “Guarantors” and, together with the Borrower and the Parent Guarantor, each a “Loan Party” and collectively, the “Loan Parties”); (4) each lender party hereto (collectively, the “Lenders”); and (5) COLFIN GNE LOAN FUNDING, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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WAIVER TO COMMITMENT LETTER
Waiver to Commitment Letter • July 26th, 2011 • Colony Financial, Inc. • Real estate investment trusts • New York

WAIVER, (this "Waiver") dated as of July 22, 2011 in respect of certain provisions of the Commitment Letter dated as of March 30, 2011, (the "Commitment Letter") among Colony Capital Acquisitions, LLC on behalf of certain affiliated investment vehicles and certain other affiliates (collectively, "Colony"), Grubb & Ellis Company (the "Parent") and Grubb & Ellis Management Services, Inc (the "Borrower")(and, together with Colony and Parent, the "Commitment Letter Parties").

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