Exhibit 4.2





Exhibit 4.2




AMENDMENT TO REGISTRATION RIGHTS AGREEMENT




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”).




WHEREAS, the Company, CDCF and CFI desire to amend the Agreement 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 Agreement.



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




A) The first recital is hereby amended and restated in its entirety as follows:



“WHEREAS, the Initial Holders are acquiring pursuant to several warrant agreements, dated as
of April 15, 2011 or October [_], 2011, as applicable (collectively for all Initial Holders, the
“Warrant Agreements”), in each case, among the Company and the individual Initial Holders party
thereto, warrants exercisable to purchase an aggregate of Ten Million Four Hundred Forty Thousand
Eight Hundred Eighty-Nine (10,440,889) shares of Common Stock (as defined below), in addition to
any additional warrants received pursuant to the Credit Agreement among Grubb & Ellis Management
Services, Inc., as Borrower, Grubb & Ellis Company, as Parent Guarantor, the Several Lenders from
time to time parties thereto, and ColFin GNE Loan Funding, LLC, as Administrative Agent, dated as
of April 15, 2011 (as amended, restated, modified or supplemented from time to time, the “Credit
Agreement”), with all warrants (collectively the “Warrants”) subject to adjustment as set forth in
the Warrant Agreements;”




B) Schedule I is hereby amended and restated in its entirety with the attached Schedule I.




C) Section 12g(i) is hereby amended and restated in its entirety as follows:




“if to any Initial Holder, at the address or facsimile number set forth on the signature
pages hereto (or such other address or addresses as such Initial Holder may have advised the
Company in the manner provided herein), with a copy to Skadden, Arps, Slate, Meagher & Flom
LLP, 300 S. Grand Avenue, Suite 3400, Los Angeles, California
90071, Facsimile No. (213) 621-5379, Attention: Rick C. Madden, Esq.
(rick.madden@skadden.com) also with a copy to Duval & Stachenfeld, 101 Park Avenue,
11th Floor, New York, New York 10178, Facsimile No. (212) 883-8883, Attention
Charles Garner, Esq. (cgarner@dsllp.com ); and”


 


 









 





3. 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 Agreement, 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 Agreement specifically
referred to herein. After the Effective Date, any reference in any document to the Agreement shall
mean the Agreement as amended by this Amendment, and this Amendment and the Agreement 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 Agreement, the
terms and conditions of this Amendment shall govern.



4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, INCLUDING SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE 327(B) OF THE NEW YORK CIVIL
PRACTICE LAW AND RULES, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT
WOULD REQUIRE THE APPLICATION OF ANOTHER STATE’S LAWS.



5. 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.



6. 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 & ELLIS COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Rispoli 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CFI GNE WARRANT INVESTOR, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Mark M. Hedstrom 	 
	 	 	Title:  	Vice President 	 
	 
	 	CDCF II GNE Holding, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Mark M. Hedstrom 	 
	 	 	Title:  	Vice President 	 
	 
	 	C-III INVESTMENTS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Jeffrey P. Cohen 	 
	 	 	Title:  	President 	 



[Signature Page to Amendment to Registration Rights Agreement]




 


 









 





Schedule I




List of Initial Holders




CDCF II GNE Holding, LLC

CFI GNE Warrant Investor, LLC

C-III Investments LLC