Grubb & Ellis 8K Entry into a Material Definitive Agreement | SEC 28 Sep 07

Exhibit 99.1

THIRD LETTER AMENDMENT

Dated as of September 15, 2007

Deutsche Bank Trust Company Americas,
as Administrative Agent under the
Credit Agreement referred to below
60 Wall Street
New York, New York 10005


Re:		Grubb & Ellis Company Credit Facility

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit Agreement dated as of April 14, 2006 (the “Original 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, as amended by that certain First Letter Amendment dated as of June 16, 2006 and that certain Second Letter Amendment dated as of February 16, 2007 (the Original Credit Agreement, as so amended, the “Credit Agreement”), by and among the Borrower, the guarantors named therein, the Administrative Agent and the other parties named therein. Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Credit Agreement.

It is hereby agreed by you and us as follows:

1. Amendment to Credit Agreements. The Credit Agreement is hereby amended as follows:

(a) The reference to “September 30, 2007” set forth in Section 2.06(e)(ii) is hereby deleted and a reference to “March 31, 2008” is hereby substituted therefor.

(b) The reference to “Section 5.02(e)(v)(B)” set forth in clause (ii) of Section 5.01(s) is hereby deleted and a reference to “Section 5.02(e)(v)” is hereby substituted therefor.

2. Effectiveness of Amendment. This Third Letter Amendment (this “Amendment”) shall become effective as of the date first above written solely when (i) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment, and (ii) all fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the date hereof shall have been paid in full.

3. Ratification. The Credit Agreement, as amended hereby, the Notes and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender Party or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an

executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

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This Amendment constitutes a Loan Document and shall be governed by, and construed in accordance with, the laws of the State of New York.


Very truly yours, GRUBB & ELLIS COMPANY, as Borrower
By	/s/ Mark E. Rose
	Name:	Mark E. Rose
	Title:	Chief Executive Officer and President