FIRST LETTER AMENDMENTFirst Letter Amendment • June 19th, 2006 • Grubb & Ellis Co • Real estate agents & managers (for others) • New York
Reference is made to the Amended and Restated Credit Agreement dated as of April 14, 2006 (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.
Common Stock ($.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2006 • Grubb & Ellis Co • Real estate agents & managers (for others) • New York
Grubb & Ellis Company, a Delaware corporation (the “Company”), and a certain shareholder of the Company (the “Selling Shareholder”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 10,000,000 shares (the “Firm Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”), of which 5,000,000 shares will be sold by the Company and 5,000,000 shares will be sold by the Selling Shareholder. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company and the Selling Shareholder are sometimes referred to herein collectively as the “Sellers”. The Company also proposes to sell at the Underwriters’ option up to 1,500,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
FORM OF GRUBB & ELLIS COMPANY RESTRICTED SHARE AGREEMENT FOR OUTSIDE DIRECTORSRestricted Share Agreement • June 19th, 2006 • Grubb & Ellis Co • Real estate agents & managers (for others) • Illinois
This Agreement is dated as of ___, by and between Grubb & Ellis Company, a Delaware corporation having an address at 2215 Sanders Road, Suite 400, Northbrook, Illinois 60062 (the “Company”), and ___, an individual having an address at ___(“Director”).
