EXHIBIT 4.27 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EXEMPTION THEREFROM UNDER SUCH ACT. GRUBB & ELLIS COMPANY AMENDED AND RESTATED 9.90% SENIOR NOTE DUE NOVEMBER 1, 1998 No. AS-1 Amended and Restated as of $6,500,000 November 1, 1994 FOR VALUE RECEIVED, the undersigned, GRUBB & ELLIS COMPANY (herein called the "Company"), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to The Prudential Insurance Company of America ("Prudential"), or its registered assigns, the principal sum of SIX MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($6,500,000) (subject to prepayments pursuant to the terms of the Agreement (as defined below)) on November 1, 1998, with interest (computed on the basis of a 360-day year--30-day month) (a) on the unpaid balance thereof at the rate of 9.90% per annum from August 1, 1994, payable semiannually on the first day of February and August in each year, commencing on February 1, 1995, until the principal hereof shall have become due and payable, and (b) on any overdue payment (including any overdue prepayment) of principal and any overdue payment of interest semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 11.90% and (ii) 2.0% over the rate of interest publicly announced by Morgan Guaranty Trust Company of New York from time to time in New York City as its prime rate. Payments of principal of and interest on this Note are to be made at the main office of Morgan Guaranty Trust Company of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America. This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to a Senior Note, Subordinated Note and Revolving Credit Note Agreement, dated as of November 2, 1992, (as amended from time to time, herein called the "Agreement"), between the Company and The Prudential Insurance Company of America and is subject thereto and entitled to the benefits thereof. This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary. The Company agrees to make required prepayments of principal on the dates and in the amounts specified in the Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement. In case an Event of Default, as defined in the Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement. This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the law of such State. The Company agrees in accordance with the Agreement to pay, and save the holder hereof harmless against any liability for, any expenses arising in connection with the enforcement by the holder hereof of any of its rights under this Note or the Agreement. This Note amends and restates in its entirety that certain 9.90% Senior Note Due November 1, 1996 in the original principal amount of $6,500,000 dated January 29, 1993 issued by the Company to Prudential and is made in substitution and not in payment thereof. This Note is not intended as and shall not be deemed to constitute a novation. GRUBB & ELLIS COMPANY By: /s/ Robert J. Hanlon, Jr. ----------------------------------------- Name: Robert J. Hanlon, Jr. Title: Senior Vice President and Chief Financial Officer -2-