Exhibit 1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT dated as of June ___, 2003 (this "AMENDMENT")
amends the Amended and Restated Credit Agreement dated as of December 31, 2000
(as previously amended or modified from time to time, the "CREDIT AGREEMENT") by
and between Grubb & Ellis Company ("BORROWER") and Kojaian Capital, L.L.C., as
successor to Bank of America, N.A. and the other "Lenders". Terms defined in the
Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used in this Amendment as defined in the Credit Agreement.
WHEREAS, Kojaian Capital, L.L.C. is the successor by assignment to the
prior "Lenders" under the Credit Agreement, Bank of America, N.A., LaSalle Bank
National Association and American National Bank and Trust Company of Chicago,
and to the prior "Administrative Agent", Bank of America, N.A., and Kojaian
Capital, L.L.C. is hereafter referred to as the "ADMINISTRATIVE AGENT AND SOLE
LENDER"; and
WHEREAS, Borrower and the Administrative Agent and sole Lender desire
to amend the Credit Agreement in certain respects as set forth below in this
Amendment;
NOW, THEREFORE, for good and valid consideration, the receipt and
sufficiency of which is acknowledged by all parties hereto, the parties agree as
follows:
SECTION 1 AMENDMENTS TO THE CREDIT AGREEMENT.
(A) SECTION 1.1. The definition of "Deferred Installment Amounts"
(added to Section 1.1 by the Third Amendment to the Credit Agreement) is hereby
deleted in its entirety.
(B) SCHEDULE 2.1(F). All entries in Schedule 2.1(f) ("Amortization of
Term Loans") relating to payments to be made on June 30, 2003 and thereafter are
hereby deleted in their entirety and replaced with a new "Schedule 2.1(f)-1"
which is attached to this Amendment and is incorporated herein by this
reference.
(C) SECTION 4.4. Section 4.4 is amended in its entirety to read as
follows:
"4.4 APPLICATION OF PREPAYMENTS OF TERM LOANS. Each prepayment of
Term Loans shall be applied pro-rata to the remaining installments of
the Term Loans."
(D) SECTION 8.1(B). Section 8.1(b) is hereby amended to eliminate any
covenant that Borrower meet any minimum Consolidated Fixed Charge Coverage Ratio
requirements for trailing four quarter periods ending from December 31, 2002
through and including June 30, 2004.
(E) SECTION 8.1(C). Section 8.1(c) is hereby amended to eliminate any
covenant that Borrower meet any minimum Adjusted EBITDA requirements for
trailing four quarter periods ending from December 31, 2002 through and
including June 30, 2004.
SECTION 2 EFFECTIVENESS. The amendments set forth in SECTION 1 hereof
shall become effective upon the date on which all of the following have
occurred: (a) Borrower and the Administrative Agent and sole Lender execute this
Amendment, (b) the Subsidiary Guarantors execute the attached Confirmation, and
(c) Borrower pays to the Administrative Agent and sole Lender an amendment fee
of One Hundred and Fifty Thousand Dollars ($150,000.00).
SECTION 3 MISCELLANEOUS.
(A) As amended hereby, the Credit Agreement shall remain in full force
and effect and is hereby ratified and confirmed in all respects. After the
effectiveness of this Amendment, all references in the Credit Agreement and in
other Loan Documents to "Credit Agreement" or similar terms shall refer to the
Credit Agreement as amended hereby.
(B) Borrower acknowledges that the Administrative Agent and sole Lender
are not in default of the Credit Agreement. Notwithstanding the foregoing,
Borrower fully waives, relinquishes and releases any and all claims actions it
may have or which may have existed against Administrative Agent and/or sole
Lender under the Credit Agreement.
(C) This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, and each counterpart shall be
deemed to be an original but all such counterparts shall together constitute one
and the same Amendment.
(D) This Amendment shall be governed by the laws of the State of
Illinois.
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IN WITNESS WHEREOF, the parties agree to this Amendment as of the day
and year first set forth above.
GRUBB & ELLIS COMPANY:
By:
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Name:
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Title:
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Accepted and Agreed:
KOJAIAN CAPITAL, L.L.C., as
Administrative Agent and sole Lender
By: KOJAIAN VENTURES, L.L.C., a
Michigan limited liability company
Its: Member
By: KOJAIAN VENTURES-MM, INC., a
Michigan corporation
Its: Manager
By: ____________________
C. Michael Kojaian
Its: President
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Schedule 2.1(f)-1
AMORTIZATION OF TERM LOANS
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DATE PRINCIPAL PAYMENT
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Quarterly Payments due from As of March 31, 2003, scheduled
March 31, 2001 to March 31, 2003 principal payments totaling $12,000,000
were timely paid in accordance with
Schedule 2.1(f) and in addition, one
pre-payment of $700,000 was made in
accordance with Section 5(b) of the
Waiver letter dated December 20, 2002.
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June 30, 2003 $0
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September 30, 2003 $0
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December 31, 2003 $0
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March 31, 2004 $0
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June 30, 2004 $0
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September 30, 2004 $2,000,000
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December 31, 2004 $2,000,000
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March 31, 2005 $2,000,000
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June 30, 2005 $2,000,000
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September 30, 2005 $2,000,000
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December 31, 2005 $17,300,000
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Total to be paid between
September 30, 2004 and $27,300,000*
December 31, 2005:
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* The total amount of principal payments made and to be made (including the
payments and pre-payments made on or before March 31, 2003) to amortize the Term
Loans equals $40,000,000.
CONFIRMATION
To: Kojaian Capital, L.L.C., as the Administrative Agent and sole
Lender under the Credit Agreement
Please refer to (a) the Amended and Restated Credit Agreement dated as
of December 31, 2000 (as previously amended or modified from time to time, the
"CREDIT AGREEMENT") by and between Grubb & Ellis Company ("BORROWER") and
Kojaian Capital, L.L.C. (the "ADMINISTRATIVE AGENT AND SOLE LENDER"); (b) the
other "Loan Documents" (as defined in the Credit Agreement), including the
Guaranty and Collateral Agreement and (c) the Sixth Amendment dated as of the
date hereof to the Credit Agreement (the "SIXTH AMENDMENT").
Each of the undersigned hereby confirms to the Administrative Agent and
sole Lender that, after giving effect to the Sixth Amendment 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 NEW YORK,
GRUBB & ELLIS OF MICHIGAN,
GRUBB & ELLIS OF OREGON, INC.,
GRUBB & ELLIS AFFILIATES, INC.,
GRUBB & ELLIS EUROPE, INC.,
GRUBB & ELLIS MORTGAGE GROUP, INC.,
GRUBB & ELLIS MANAGEMENT SERVICES, INC.,
GRUBB & ELLIS CONSULTING SERVICES COMPANY,
LANDAUER HOSPITALITY INTERNATIONAL, INC.,
GRUBB & ELLIS MANAGEMENT SERVICES
OF MICHIGAN, INC., and HSM, INC.
By:
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Name:
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Title:
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