Exhibit 10.3





Exhibit 10.3




AMENDMENT NO. 1 TO WARRANTS TO PURCHASE




SHARES OF COMMON STOCK




OF




GRUBB & ELLIS COMPANY.




AMENDMENT NO. 1 (this “Amendment”), dated July 22, 2011, to the Warrants to Purchase
Shares of Common Stock of Grubb & Ellis Company, dated: April 15, 2011; April 30, 2011; May 31,
2011; and June 30, 2011 (the “Warrants”), issued by Grubb & Ellis Company, a Delaware
corporation (together with its successors and assigns, the “Issuer”), to CFI GNE Warrant
Investor, LLC (“CFI”)



WHEREAS, the Issuer issued the Warrants pursuant to a Credit Agreement, dated April 15,
2011(as amended, the “Credit Agreement”), among the Issuer, a subsidiary of the Issuer as
borrower, several lenders, and ColFin GNE Loan Funding, LLC, as administrative agent;




WHEREAS, Issuer and CFI desire to amend the Warrants as set forth below



NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this
Amendment, the undersigned hereby agree as follows:



1. Defined Terms; Interpretation; Etc. Capitalized terms used but not defined in this
Amendment shall have the meanings given to them in the Warrants.



2. Amendments to Warrants. Effective as of the date hereof, each Warrant is hereby
amended as follows:




Section 2(a) of each Warrant is hereby amended by deleting the reference to “One Dollar and
Ten Cents ($1.10)” and replacing it with “Seventy-One Cents ($0.71).”



3. Most Favored Nation. The following shall be in effect for so long as any
Obligation (as defined in the Credit Agreement) is outstanding:



In addition to any adjustments provided in Section 7 of the Warrants, if in connection with
any financing arrangement, the Issuer, its Affiliates or any subsidiary of the Issuer issues any
Options, or other equity linked securities to purchase common stock of the Issuer or any subsidiary
of the Issuer, with an exercise condition that is based on a share price that is lower than the
Trigger Price of the Warrants, then the Trigger Price shall be adjusted downward (but not upward)
to such lower price without any further action on the part of any party.



In addition to any adjustments provided in Section 7 of the Warrants, to the extent that the
Issuer, its Affiliates or any subsidiary of the Issuer issues any equity linked security or
arrangement other than an Option in connection with a financing arrangement, the Trigger Price
shall be equitably adjusted downward as is necessary to provide the Holders the result set forth
above.


 


 









 





4. Amendment and Waiver. Except as expressly set forth herein, this Amendment shall
not alter, modify, amend or in any way affect any of the terms, obligations, covenants or
agreements contained in the Warrant, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. This Amendment shall apply and be effective only
following the Effective Date and only with respect to the provisions of the Warrant specifically
referred to herein. After the Effective Date, any reference in any document to the Warrant shall
mean the Warrant as amended by this Amendment, and this Amendment and the Warrant shall be read
together and construed as a single instrument.



5. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of
the State of New York, without giving effect to the conflicts of laws principals thereof that would
require the application of another state’s laws.



6. Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision
contained herein, any provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or agency. If any such
provision is not enforceable as set forth in the preceding sentence, the unenforceability of such
provision shall not affect the other provisions of this Amendment, but this Amendment shall be
construed as if such unenforceable provision had never been contained herein.



7. Headings. The headings of the Sections of this Amendment are for convenience of reference only and
shall not, for any purpose, be deemed a part of this Amendment.



(Remainder of Page Intentionally Left Blank)



 


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.



	 	 	 	 	 
	 	GRUBB AND ELLIS COMPANY

 	 
	 	By:  	
/s/ Thomas P. D'Arcy	 
	 	 	Name:  	Thomas P. D'Arcy	 
	 	 	Title:  	President and Chief Executive Officer 	 





By: CFI GNE WARRANT INVESTOR, LLC




BY: CFI RE HOLDCO, LLC, ITS MANAGING MEMBER




BY: COLONY FINANCIAL, INC., ITS MANAGING MEMBER



	 	 	 	 	 
	 	By:  	/s/ Mark M. Hedstrom	 
	 	 	Name:  	Mark M. Hedstrom 	 
	 	 	Title:  	Vice President 	 



[Signature Page to Warrant Amendment]