Re: Grubb & Ellis Company Credit Facility

Exhibit 4.1 and 10.2

EXECUTION VERSION

SECOND LETTER AMENDMENT

Dated as of September 30, 2008

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 Second Amended and Restated Credit Agreement dated as of December 7, 2007 (as amended by that certain First Letter Amendment dated as of August 4, 2008, the “ 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. 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:

     Section 1. Amendments to Credit Agreement . The Credit Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 3 below), hereby amended as follows:

     (a) The definition of “ Applicable Margin ” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the pricing grid therein and substituting the following pricing grid therefor:

     (b) The definition of “ Dividend/Share Repurchase Limitation ” set forth in Section 1.01 of the Credit Agreement is hereby deleted in its entirety.

     (c) The definition of “ Limited Purpose Subsidiary ” is hereby amended by (i) inserting the words “and/or owning” immediately prior to the words “and improving” in the fifth (5th) line thereof and (ii) inserting the following sentence at the end thereof: “As of the Second Amendment Effective Date, the Borrower acknowledges that the Limited Purpose Subsidiaries include (i) GERA Abrams Centre LLC, (ii) GERA 6400 Shafer LLC, (iii) GERA Danbury Corporate Center LLC, (iv) NNN 200 Galleria, LLC and (v) NNN Avallon, LLC.”

     (d) Section 1.01 of the Credit Agreement is hereby amended by adding the following new defined terms thereto in appropriate alphabetical order:

     “ GERA Assets ” means any real property owned or held by any of the GERA Property Acquisition Subsidiaries, which includes, (i) the property located at 6400 Shafer Court, Rosemont, Illinois, (ii) the property located at 9330 LBJ Freeway, Dallas, Texas, and (iii) the property located at 39 & 55 Old Ridgebury Road, Danbury, Connecticut.

     “ Second Amendment Effective Date ” means September 30, 2008.

     (e) Section 2.01(a) of the Credit Agreement is hereby amended by (i) deleting “the Termination Date” on the fourth (4th) line thereof and substituting therefor “September 30, 2008, but expressly subject to the last sentence of this Section 2.01(a),”, and (ii) inserting the following sentence at the end thereof: “For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Revolving Credit Advances shall be available after September 30, 2008 until such time as the Revolving Credit Commitments have been reduced to less than $50,000,000, at which time Revolving Credit Advances shall be available up to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time.”

     (f) Section 2.01(b) of the Credit Agreement is hereby amended by (i) deleting “the Termination Date” on the third (3rd) line thereof and substituting therefor “September 30, 2008, but expressly subject to the last sentence of this Section 2.01(b),”, and (ii) inserting the following sentence at the end thereof: “For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Swing Line Advances shall be available after September 30, 2008 until such time as the Revolving Credit Commitments have been reduced to less than $50,000,000, at which time Swing Line Advances shall be available (i) in an aggregate amount not to exceed at any time outstanding the Swing Line Bank’s Swing Line Commitment at such time and (ii) in an amount for each such Swing Line Advance not to exceed the aggregate of the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time.”

     (g) Section 2.01(c) of the Credit Agreement is hereby amended by (i) deleting “60 days before the Termination Date” on the fourth (4th) line thereof and substituting therefor “September 30, 2008, but expressly subject to the last sentence of this Section 2.01(c),”, and (ii) inserting the following sentence at the end thereof: “For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Letters of Credit shall be available after September 30, 2008 until such time as the Revolving Credit Commitments have been reduced to less than $50,000,000, at which time Letters of Credit shall be available in an Aggregate Available Amount (i) for all Letters of Credit issued by the Issuing Bank not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by the Issuing Bank not to exceed such Issuing Bank’s Letter of Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time.”

     (h) The following new subsection (iii) is hereby added to the end of Section 2.05(b) of the Credit Agreement:

     (iii) Upon the receipt of any prepayment pursuant to Section 2.06(e), the Revolving Credit Commitments shall be permanently reduced by one hundred percent (100%) of the principal amount of such prepayment; provided, however, under no circumstances shall the Revolving Credit Commitments be reduced to less than $50,000,000 by reason of the operation of this Section 2.05(b)(iii).

     (i) Section 2.06(e)(i) is hereby amended by (i) deleting “In the event that the sale contemplated by Section 5.02(e)(v) is not consummated on or before September 30, 2008, the” at the beginning thereof and substituting therefor “The”, and (ii) inserting the words “of GERA Assets” immediately following the word “sale” in the parenthetical on the third (3rd) line thereof.

     (j) Section 2.07(a)(1) of the Credit Agreement is hereby amended by inserting the following sentence at the end of such Section immediately prior to the period: “; provided, however , such rate shall never be less than the sum of the Eurodollar Rate plus the Applicable Margin for Eurodollar Rate Advances (assuming a one (1) month Interest Period) plus 1.00%.”

     (k) Section 5.01(s) of the Credit Agreement is hereby amended by deleting “real property held by each Limited Purpose Subsidiary” and substituting therefor “GERA Assets”.

     (l) Section 5.02(b) of the Credit Agreement is hereby amended by (i) inserting “and Preferred Interests” at the end of the title of such Section immediately prior to the period, and (ii) inserting the following immediately after the word “Debt” and prior to the word “except”: “or create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Preferred Interests, in each case”.

     (m) Section 5.02(b)(iii)(F) of the Credit Agreement is hereby amended by deleting “$125,000,000” and substituting therefor “$50,000,000”.

     (n) Section 5.02(b)(iii)(H) is hereby amended and restated in its entirety to read as follows:

     “(H) other Debt subordinated to Debt incurred hereunder and/or Preferred Interests, in each case in amounts and on terms and conditions satisfactory to the Administrative Agent and Required Lenders;”

     (o) Section 5.0