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Exhibit 10.2
WAIVER TO COMMITMENT
LETTER
WAIVER, (this “ Waiver ”)
dated as of July 22, 2011 in respect of certain provisions of
the Commitment Letter dated as of March 30, 2011, (the “
Commitment Letter ”) among Colony Capital
Acquisitions, LLC on behalf of certain affiliated investment
vehicles and certain other affiliates (collectively, “
Colony ”), Grubb & Ellis Company (the “
Parent ”) and Grubb & Ellis Management Services,
Inc (the “ Borrower ”)(and, together with Colony
and Parent, the “ Commitment Letter Parties
”).
In consideration of the foregoing, and of the
terms and conditions set forth in this Waiver, and for other good
and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the parties to this Waiver agree as
follows:
I.
References. Capitalized terms used, but not
otherwise defined herein, shall have the meanings ascribed to them
in the Commitment Letter.
II.
Waiver of Applicability of the
Right of First Offer. The Commitment Letter Parties
hereby agree that the rights of Colony and the obligations of
Parent under the section titled Right of First Offer of the
Commitment Letter (the “ ROFO ”), shall be
waived in its entirety and shall have no further force or
effect.
III.
Governing Law, Etc. THIS LETTER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Each
of the Parent and the Borrower hereby irrevocably and
unconditionally submits to the exclusive jurisdiction of any state
or Federal court sitting in the Borough of Manhattan over any suit,
action or proceeding arising out of or relating to the
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