Exhibit 10.2





Exhibit 10.2




AMENDMENT TO WARRANTS TO PURCHASE




SHARES OF COMMON STOCK




OF




GRUBB & ELLIS COMPANY.




AMENDMENT (this “Amendment”), dated October 16, 2011, to the Warrants to Purchase
Shares of Common Stock of Grubb & Ellis Company, dated: April 15, 2011; April 30, 2011; May 31,
2011; June 30, 2011; July 31, 2011; August 31, 2011; and September 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. Exclusion of Application of Anti-Dilution Provisions and Most Favored Nation Provision
to Second Amendment Effective Date Warrants. The parties hereto expressly agree and
acknowledge that, notwithstanding anything set forth in the Warrants to the contrary, (i) the
provisions of Section 7 of the Warrants shall not apply to the issuance of the Second Amendment
Effective Date Warrants (as defined in the Credit Agreement) or the issuance of any Common Stock
upon the exercise of the Second Amendment Effective Date Warrants, and (ii) the provisions of
Section 2(c) of the Warrants, including but not limited to the downward adjustment of the Trigger
Price of such Warrants, shall not apply to the issuance of the Second Amendment Effective Date
Warrants.




 


 









 




3. Amendments to the Warrants.



(a) Effective as of the date hereof, each Warrant is hereby amended by adding a new clause (d)
in Section 2 to read as follows:




(d) “Limitation on Exercise.



(i) Subject to Section 2(d)(iii), no Holder will be entitled to purchase or otherwise
acquire shares of Common Stock or other securities or instruments,
whether or not delivered upon exercise of this Warrant, to the extent (but only to the extent)
such purchase, acquisition, or receipt would cause such exercising Holder to become, directly or
indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Securities Exchange
Act of 1934, as amended from time to time, and any successor statute (the “Exchange Act”) and the
rules and regulations promulgated thereunder) of 10.00% or more of the shares of Common Stock
outstanding at such time.



(ii) If at such time, but for the operation of this Section 2(d), a Holder would be deemed to
be the beneficial owner of 10.00% or more of the shares of Common Stock of the Company, any
exercise of this Warrant shall be void and have no effect to the extent (but only to the extent)
that such delivery would result in the exercising Holder (together with such Holder’s affiliates)
becoming the owner (as distinguished from a beneficial owner under Section 13(d) of the Exchange
Act) of more than 4.99% of the shares of Common Stock outstanding at such time. If any delivery of
shares of Common Stock owed to a Holder upon the exercise of this Warrant is not made, in whole or
in part, as a result of this limitation, the Company’s obligation to make such delivery shall not
be extinguished and the Company shall deliver such shares as promptly as practicable after any such
exercising Holder gives notice to the Company that such delivery would not result in such Holder
(together with such Holder’s affiliates) being the owner of more than 4.99% of the shares of Common
Stock outstanding at such time.



(iii) The provisions of Sections 2(d)(ii) shall cease to apply to any Holder that ceases to be
part of a “group” (as defined in Section 13(d) or the Exchange Act and the rules and regulations
promulgated thereunder) with any person that is not an Affiliate of such Holder. The Holders can
agree in writing to vary the two percentages in Section 2(d)(ii) as long as the sum of the
percentages never exceeds 9.98%.”



(b) Effective as of the date hereof, the Closing Date Warrants issued to CFI is hereby amended
as follows:




Section 3(c) of the Closing Date Warrants is hereby amended by deleting the reference to
“(the “Credit Agreement”)” and replacing it with “ (as amended, restated, modified or
supplemented from time to time, the “Credit Agreement”)”



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, and in the event and to the extent that there is any
inconsistency between any of the terms and conditions of this Amendment and the Warrant, the terms
and conditions of this Amendment shall govern.


 


2









 





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)




 


3









 







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



	 	 	 	 	 	 	 
	 	 	GRUBB & ELLIS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Michael Rispoli
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CFI GNE WARRANT INVESTOR, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark M. Hedstrom	 	 
	 

	 	 	 	Title: Vice President	 	 






[Signature Page to Warrant Amendment]