exv10w1



 





WACHOVIA BANK, NATIONAL ASSOCIATION

c/o Wachovia Bank, National Association,

Commercial Real Estate Services

8739 Research Drive URP 4, NC 1075

Charlotte, North Carolina 28262




September 28, 2007




GERA ABRAMS CENTRE LLC AND

GERA 6400 SHAFER LLC

c/o Grubb & Ellis Realty Advisors

500 West Monroe, Suite 2800

Chicago, Illinois 60661





			
	Re:	 	$42,500,000 loan from Wachovia Bank, National Association (“Lender”) to GERA
Abrams Centre LLC (“Abrams Borrower”) and GERA 6400 Shafer LLC (“Shafer Borrower”)
(“Loan”)





Ladies and Gentlemen:




     Reference is hereby made to that certain Promissory Note dated June 15, 2007 in favor of
Lender in the original principal amount of $42,500,000 (the “Note”) secured by that certain Deed of
Trust, Security Agreement, Assignment of Rents and Fixture Filing dated June 15, 2007 by and among
Lender, Abrams Borrower and Rebecca S. Conrad, as the Trustee for the benefit of Lender, as amended
and modified by that certain Modification Agreement dated as of June 15, 2007 (collectively, the
“Deed of Trust”), and that certain Mortgage, Security Agreement, Assignment of Rents and Fixture
Filing dated June 15, 2007 by and between Lender and Shafer Borrower, as amended and modified by
that certain Modification Agreement dated as of June 15, 2007 (collectively, the “Mortgage”).



     Abrams Borrower, Shafer Borrower and Lender hereby acknowledge and agree that the definition
of “Libor Margin” in the Note executed at the closing of the Loan was, by mutual mistake due to a
scrivener’s error, incorrectly defined as “one hundred seventy (170) basis points per annum” and
should have been defined as “two hundred fifty (250) basis points per annum”. Abrams Borrower,
Shafer Borrower and Lender corrected this mistake by inserting a corrected slip page into the Note.
Attached hereto as Exhibit A is a true, accurate and complete copy of the Note with the
corrected definition of Libor Margin.



     Please acknowledge your agreement to the foregoing by executing a copy of this Letter
Agreement and delivering an original to Lender at the addresses noted above. This Letter Agreement
may be executed in any number of counterparts which, when taken together shall constitute one and
the same instrument.



	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL

ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert Rosenberg
	 

	 	 	 	 
	 

	 	Name:
	 	Robert Rosenberg
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 





(signatures continue on following page)





 









 








ACKNOWLEDGED AND AGREED this 28th

day of September, 2007




GERA ABRAMS CENTRE LLC, a

Delaware limited liability company




	 	 	 	 	 
	By:

	 	/s/ Richard W. Pehlke	 	 
	 

	 	 	 	 
	Name:

	 	Richard W. Pehlke	 	 
	Title:

	 	Executive Vice President
	 	 






GERA Abrams Centre LLC

c/o Grubb & Ellis Realty Advisors

500 West Monroe, Suite 2800

Chicago, Illinois 60661




ACKNOWLEDGED AND AGREED this 28th

day of September, 2007




GERA 6400 SHAFER LLC, a

Delaware limited liability company




	 	 	 	 	 
	By:

	 	/s/ Richard W. Pehlke	 	 
	 

	 	 	 	 
	Name:

	 	Richard W. Pehlke	 	 
	Title:

	 	Executive Vice President
	 	 






GERA 6400 Shafer LLC

c/o Grubb & Ellis Realty Advisors

500 West Monroe, Suite 2800

Chicago, Illinois 60661