EXHIBIT 2
June 6, 2003
Grubb & Ellis Company
2215 Sanders Road
Suite 400
Northbrook, Illinois 60062
Attention: General Counsel
Re: WAIVER
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Ladies/Gentlemen:
Please refer to the Amended and Restated Credit Agreement dated as of
December 31, 2000 (as amended or otherwise modified, the "CREDIT AGREEMENT")
among Grubb & Ellis Company (the "BORROWER"), and Kojaian Capital, L.L.C., as
Administrative Agent and Lender (Kojaian Capital, L.L.C. is successor by
assignment to Bank of America, N.A. and the other financial institutions who
were Lenders under the Credit Agreement prior to assignment). Capitalized terms
used but not otherwise defined herein have the meanings assigned thereto in the
Credit Agreement.
Pursuant to a letter agreement dated March 26, 2003 and letter
agreements dated May 1, 2003 and May 30, 2003, the Required Lenders waived
through June 6, 2003 any Default or Event of Default arising from the Borrower's
non-compliance with Section 8.1(c) (minimum Adjusted EBITDA) of the Credit
Agreement for the fiscal quarters ended December 31, 2002 and March 31, 2003
(the "Existing Defaults").
At the Borrower's request, the Required Lenders agree to extend the
waiver of the Existing Defaults through June 30 2003. The Borrower acknowledges
that the foregoing waiver shall expire on June 30, 2003 and, absent a further
waiver by the Required Lenders or an amendment to the Credit Agreement, an
immediate Event of Default shall exist.
This letter agreement shall become effective when the Administrative
Agent shall have received counterparts of this letter agreement executed by the
Borrower and the Required Lenders.
This letter agreement is limited to the matters specifically set forth
herein and shall not be deemed to constitute a waiver, consent or amendment with
respect to any other matter whatsoever. The Administrative Agent and the Lenders
hereby reserve all of their rights, powers and remedies under the Credit
Agreement and applicable law.
This letter agreement may be executed in counterparts and by the
parties hereto on separate counterparts.
This letter agreement shall be governed by and construed in accordance
with the internal laws of the State of Illinois applicable to contracts made and
to be performed entirely within such State.
KOJAIAN CAPITAL, L.L.C.
as Administrative Agent and as sole Lender
By:
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Name:
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Title:
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Agreed to and accepted as of
June 6, 2003:
GRUBB & ELLIS COMPANY
By:
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Name:
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Title:
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CONFIRMATION
Dated as of May 30, 2003
To: Bank of America, N.A., individually and as Administrative
Agent, and the other financial institutions party to the Credit Agreement
referred to below
Please refer to (a) the Amended and Restated Credit Agreement dated as
of December 31, 2000 (as amended, the "Credit Agreement") among Grubb & Ellis
Company, various financial institutions (the "Lenders") and Bank of America,
N.A., as administrative agent (the "Administrative Agent"); (b) the other "Loan
Documents" (as defined in the Credit Agreement), including the Guaranty and
Collateral Agreement; and (c) the letter agreement dated as of the date hereof
(the "Waiver") delivered pursuant to the Credit Agreement.
Each of the undersigned hereby confirms to the Administrative Agent and
the Lenders that, after giving effect to the Waiver and the transactions
contemplated thereby, each Loan Document to which such undersigned is a party
continues in full force and effect and is the legal, valid and binding
obligation of such undersigned, enforceable against such undersigned in
accordance with its terms.
GRUBB & ELLIS COMPANY
GRUBB & ELLIS CONSULTING SERVICES COMPANY
GRUBB & ELLIS NEW YORK, INC.
GRUBB & ELLIS OF MICHIGAN, INC.
GRUBB & ELLIS OF NEVADA, INC.
GRUBB & ELLIS OF OREGON, INC.
GRUBB & ELLIS AFFILIATES, INC.
GRUBB & ELLIS MANAGEMENT SERVICES, INC.
GRUBB & ELLIS MANAGEMENT SERVICES
OF MICHIGAN, INC.
HSM INC.
LANDAUER HOSPITALITY INTERNATIONAL, INC.
By:
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Name: Brian Parker
Title: Chief Financial Officer