AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 19th, 2011 • Grubb & Ellis Co • Real estate agents & managers (for others) • New York
AMENDMENT NO. 2, dated as of October 16, 2011 (together with all exhibits and annexes hereto, this “Amendment”), to the Credit Agreement dated as of April 15, 2011 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 22, 2011, the “Credit Agreement”), 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 thereto (collectively, the “Existing Lenders”); and (5) COLFIN GNE LOAN FUNDING, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
ContractGrubb & Ellis Co • October 19th, 2011 • Real estate agents & managers (for others) • New York
We have discussed a potential acquisition, recapitalization, asset sale or other strategic transaction (a “Transaction”) involving Grubb & Ellis Company (the “Company”), C-III Investments LLC (“C-III”) and its affiliates and ColFin GNE Loan Funding, LLC (“Colony”, and together with C-III, the “Interested Parties”) and its affiliates. In consideration of the extension of credit by the Interested Parties and/or affiliates thereof in accordance with the terms and conditions of that certain Second Amendment to Credit Agreement of even date herewith (the “Second Amendment”), which amends that certain Credit Agreement dated as of April 15, 2011 among the Company, Grubb & Ellis Management Services, as borrower, the lenders signatory thereto and Colony in its capacity as administrative agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and the due diligence investigation of the Company that the Interested Parties and their affiliates hav
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2011 • Grubb & Ellis Co • Real estate agents & managers (for others) • New York
AMENDMENT (this “Amendment”), dated October 16, 2011, to the Registration Rights Agreement, dated as of April 15, 2011 (the “Agreement”), by and among Grubb & Ellis Company, a Delaware corporation, (the “Company”), CDCF II GNE Holding, LLC, a Delaware limited liability corporation (“CDCF”) and CFI GNE Warrant Investor, LLC, a Delaware limited liability corporation (“CFI”).
