Exhibit 10.2


 


EXECUTION COPY


 


WAIVER
NO. 2 TO THE CREDIT AGREEMENT


 


Dated as
of May 8, 2009


 


WAIVER NO. 2 TO THE CREDIT AGREEMENT  (this “Waiver”) among Capmark Financial Group
Inc., a Nevada corporation (the “Company”), certain subsidiaries of the
Company (together with the Company, the “Borrowers” and each a “Borrower”),
the financial institutions and other institutional lenders party hereto, and
Citibank, N.A., as administrative agent (the “Agent”) for the Lenders.


 


RECITALS:


 


(1)           The Borrowers, the financial
institutions and other institutional lenders party thereto (the “Lenders”),
the Agent and the other agents party thereto have entered into that certain
Credit Agreement, dated as of March 23, 2006, as amended by Amendment No. 1
to the Credit Agreement, dated as of April 17, 2007, Amendment No. 2
to the Credit Agreement, dated as of June 30, 2008 and Waiver to the
Credit Agrement dated as of April 20, 2009 (as further amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms not otherwise defined in
this Waiver have the same meanings as specified in the Credit Agreement.


 


(2)           The Borrowers have requested that the
Lenders agree to waive certain provisions of the Credit Agreement as set forth
herein.


 


(3)           Pursuant to subsection 10.1(a) of
the Credit Agreement, the Majority Lenders may, or, with the written consent of
the Majority Lenders, the Agent may, from time to time, enter into with the
Borrowers, written amendments, supplements or modifications to the Credit
Agreement for the purpose of waiving any provisions to the Credit Agreement


 


(4)           The Majority Lenders have agreed,
subject to the terms and conditions stated below, to waive the Credit Agreement
as set forth herein.


 


SECTION 1.           WAIVER
TO CREDIT AGREEMENT


 


(a)           Subject
to the satisfaction of the conditions precedent set forth in Section 2,
the Agent and the Majority Lenders hereby waive, solely for the period
commencing on the date hereof through May 21, 2009 at 5:00 p.m. EDT
(the “Waiver Termination Date”), the Event of Default arising directly
from the Company’s failure to maintain, pursuant to Section 6.1 of the
Credit Agreement, the Total Consolidated Indebtedness at the last day of each
of the fiscal quarters ended December 31, 2008 and March 31, 2009 to
Total Capitalization at such dates at a ratio not greater than 0.87 to 1.0, in
each case without giving effect to ARB51, FIN 46(R) or FAS 66 in each case
in relation to the Company’s affordable tax credit syndication business (the “Financial
Covenant Non-Compliance Event of Default”).


 


(b)           Until the Waiver
Termination Date, the Majority Lenders hereby agree to forbear (and instruct
the Agent to forbear) from exercising any right or remedy under the
Credit Agreement as a result of the occurrence and continuance of the Event of
Default arising from the Financial Covenant Non-Compliance Event of Default.


 


(c)           On the Waiver Termination Date, without
any further action by the Agent and the Majority Lenders, all of the terms and
provisions set forth in the Credit Agreement with respect to any Event of
Default thereunder that is waived hereunder and not cured prior to the Waiver
Termination Date shall have the same force and effect as if this Waiver had not
been entered into by the parties hereto, and 


 

















 


the Agent and the
Majority Lenders shall have all of the rights and remedies afforded to them
under the Credit Agreement with respect to any such Event of Default as though
no waiver had been granted by them hereunder. 
Notwithstanding anything contained herein to the contrary, the foregoing waivers are not intended and shall not be deemed or
construed to constitute a waiver of any Default or any other Event of Default
that hereafter may occur under Credit Agreement or to establish a custom or
course of dealing among the Borrowers, the other Loan Parties, the Agent, the
Majority Lenders or any of them.  Except as specifically set forth herein,
the Agent and the Majority Lenders hereby expressly reserve all of their rights
and remedies under the Credit Agreement, the other Loan Agreements and
applicable law.


 


(d)           The
Borrowers hereby agree to negotiate in good faith with the Agent and
Lenders to finalize by no later than May 21, 2009 the amendments to
the Credit Agreement and to the Bridge Facility and the definitive
documentation for the “Facility” described in the commitment letters
dated on or about May 6, 2009 (together with the Term Sheet
referred to therein, the “Commitment Letters”) entered into by certain
Lenders and certain lenders under the Bridge Facility, in each case on
substantially the terms and conditions set forth in the Commitment
Letters.


 


SECTION 2.           CONDITIONS
OF EFFECTIVENESS


 


This Waiver shall become effective as of the date
first above written when, and only when, the following conditions have been
satisfied:


 


(a)           the
Agent shall have received counterparts of this Waiver executed by the Company,
the other Borrowers, the Majority Lenders, and/or, as to any such Majority
Lender, advice satisfactory to the Agent that such Lender has executed this
Waiver;


 


(b)           the
Agent shall have received a certificate of the Secretary or Assistant Secretary
of the Company, in form and substance satisfactory to the Agent, which
certificate shall (i) certify as to the incumbency and signature of the
officers of the Company executing this Waiver (with the President, a Vice
President, the Secretary or Assistant Secretary of the Company attesting to the
incumbency and signature of the Secretary or Assistant Secretary providing such
certificate), (ii) have attached to it a true and correct copy of the
resolutions of the Board of Directors of the Company, which resolutions shall
authorize the execution, delivery and performance of this Waiver, and (iii) certify
that, as of the date of such certificate (which shall not be earlier than the
date hereof), none of such resolutions shall have been amended, supplemented,
modified, revoked or rescinded;


 


(c)           each
Guarantor has executed and delivered a consent in the form of Annex A
hereto;


 


(d)           the
Agent shall have received satisfactory evidence that Amendment No. 7 and
Waiver to the Bridge Facility dated as of the date hereof shall have become
effective;


 


(e)           the
Agent shall have received satisfactory evidence that the board of directors of
the Company shall have approved the Transactions (as defined in
the Commitment Letters) on substantially the terms set forth in the Commitment
Letters; and


 


(f)            all other fees and expenses of the
Agent and the Lenders (including all reasonable fees and expenses of counsel to
the Agent), to the extent invoiced prior to the date hereof, shall have been
paid.


 


2

















 


SECTION 3.           CONFIRMATION
OF REPRESENTATIONS AND WARRANTIES


 


(a)           Each
of the Company and each Borrower hereto hereby represents and warrants, on and
as of the date hereof, that the representations and warranties contained in the
Credit Agreement (to the extent relating to such Loan Party) are true and
correct in all material respects on and as of the date hereof, before and after
giving effect to this Waiver, as though made on and as of the date hereof,
other than any such representations or warranties that, by their terms, refer
to a specific date.


 


SECTION 4.           AFFIRMATION
OF THE COMPANY AND THE BORROWERS


 


The Company and each Borrower hereby consents to the waiver
to the Credit Agreement effected hereby, and hereby confirms and
agrees that, notwithstanding the effectiveness of this Waiver, the obligations
of the Company and each such Borrower contained in the Credit Agreement, as
amended hereby, or in any other Loan Documents to which it is a party are, and
shall remain, in full force and effect and are hereby ratified and confirmed in
all respects.


 


SECTION 5.           REFERENCE
TO AND EFFECT ON THE LOAN DOCUMENTS


 


(a)           On
and after the effectiveness of this Waiver, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement and each reference in the Notes and each of
the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as modified by this Waiver.


 


(b)           The Credit Agreement, the Notes and
each of the other Loan Documents, as specifically modified by this Waiver, are
and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed.


 


(c)           The execution, delivery and
effectiveness of this Waiver shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the Agent
under the Credit Agreement or any other Loan Document, nor constitute a waiver
of any provision of the Credit Agreement or any other Loan Document.


 


SECTION 6.           COSTS,
EXPENSES


 


The Borrowers agree to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution, delivery
and administration, modification and amendment of this Waiver and the other
instruments and documents to be delivered hereunder (including, without
limitation, the reasonable fees and expenses of counsel for the Agent) in
accordance with the terms of subsection 10.5 of the Credit Agreement.


 


SECTION 7.           EXECUTION
IN COUNTERPARTS


 


This Waiver may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Waiver by telecopier or in “pdf” or similar format
by electronic mail shall be effective as delivery of a manually executed
counterpart of this Waiver.


 


SECTION 8.           GOVERNING
LAW


 


This Waiver shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


3

















 


[The remainder of this page intentionally
left blank.]


 


4

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.


 


 


	
   

  	
  CAPMARK FINANCIAL GROUP INC.,

  as the Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
  Name:

  	
  Gregory J. McManus

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer, Executive Vice President

  



 
















 


	
   

  	
  CAPMARK CANADA LIMITED,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael I. Lipson

  
	
   

  	
   

  	
  Name:

  	
  Michael I. Lipson

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPMARK BANK EUROPE,
  PUBLIC COMPANY,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Martin Thornton

  
	
   

  	
   

  	
  Name:

  	
  Martin Thornton

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPMARK EI IRELAND
  LIMITED,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Martin Thornton

  
	
   

  	
   

  	
  Name:

  	
  Martin Thornton

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPMARK IRELAND LIMITED,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Martin Thornton

  
	
   

  	
   

  	
  Name:

  	
  Martin Thornton

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 

















 


	
   

  	
  CAPMARK AB NO. 2 LIMITED,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Martin Thornton

  
	
   

  	
   

  	
  Name:

  	
  Martin Thornton

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 


 


	
   

  	
  CAPMARK FINANCE INC.,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
  Name:

  	
  Gregory J. McManus

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President And
  Chief Financial Officer

  



 


 


	
   

  	
  SJM CAP, LLC,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
  Name:

  	
  Gregory J. McManus

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


 


	
   

  	
  CAPMARK BANK,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Steven J. Nielsen

  
	
   

  	
   

  	
  Name:

  	
  Steven J. Nielsen

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


 


	
   

  	
  CAPMARK FUNDING JAPAN,
  K.K.,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Allen Todd Atchley

  
	
   

  	
   

  	
  Name:

  	
  Allen Todd Atchley

  
	
   

  	
   

  	
  Title:

  	
  Representative Director

  



 

















 


	
   

  	
  CAPMARK JAPAN, K.K.,

  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Katsuyoshi Dobashi

  
	
   

  	
   

  	
  Name:

  	
  Katsuyoshi Dobashi

  
	
   

  	
   

  	
  Title:

  	
  Representative Director

  



 

















 


	
  CITIBANK, N.A.,

  as Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Schadt

  	
   

  
	
   

  	
  Name:

  	
  Michael Schadt

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  



 

















 


	
   

  	
  The Bank of
  Tokyo-Mitsubishi UFJ, Ltd.,

  New York Branch, as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David Noda

  
	
   

  	
   

  	
  Name:

  	
  David Noda

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Manager

  



 
















 


	
   

  	
  GoldenTree Master Fund II,
  Ltd

  GoldenTree Master Fund, Ltd

  GoldenTree MultiStrategy Financing, Limited

  GoldenTree MultiStrategy Subsidiary, LLC

  GPC LVIII, LLC

  GoldenTree Asset Management Lux Sarl

  As a Lender(s)

  By: GoldenTree Asset Management, LP

  The Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Karen Weber

  
	
   

  	
   

  	
  Name:

  	
  Karen Weber

  
	
   

  	
   

  	
  Title:

  	
  Director, Bank Debt

  



 

















 


	
   

  	
  Wachovia Bank, N.A.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Vanessa N. Rodriguez

  
	
   

  	
   

  	
  Name:

  	
  Vanessa N. Rodriguez

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 

















 


	
   

  	
  Scotiabanc Inc.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ J.F. Todd

  
	
   

  	
   

  	
  Name:

  	
  J.F. Todd

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 

















 


	
   

  	
  Credit Suisse, Cayman
  Islands Branch,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Didier Siffer

  
	
   

  	
   

  	
  Name:

  	
  Didier Siffer

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


	
   

  	
  By: 

  	
  /s/ Bryan Matthews

  
	
   

  	
   

  	
  Name:

  	
  Bryan Matthews

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  JPMorgan Chase Bank, N.A.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marina Flindell

  
	
   

  	
   

  	
  Name:

  	
  Marina Flindell

  
	
   

  	
   

  	
  Title:

  	
  Executive Director

  



 
















 


	
   

  	
  Fifth Third Bank,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Randolph J. Stierer

  
	
   

  	
   

  	
  Name:

  	
  Randolph J. Stierer

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  Citibank, N.A.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael Schadt

  
	
   

  	
   

  	
  Name:

  	
  Michael Schadt

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  The Toronto-Dominion Bank,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Ian Murray

  
	
   

  	
   

  	
  Name:

  	
  Ian Murray

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  Toronto Dominion (Texas)
  LLC



  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Ian Murray

  
	
   

  	
   

  	
  Name:

  	
  Ian Murray

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  Lehman Brothers Holdings, Inc.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jack McCarthy

  
	
   

  	
   

  	
  Name:

  	
  Jack McCarthy

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 
















 


	
   

  	
  Sumitomo Mitsui Banking
  Corporation,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Name:

  	
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Title:

  	
  General Manager

  



 

















 


	
   

  	
  The Royal Bank of Scotland
  plc,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael Fabiano

  
	
   

  	
   

  	
  Name:

  	
  Michael Fabiano

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 

















 


	
   

  	
  Societe Generale,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Nigel Elvey

  
	
   

  	
   

  	
  Name:

  	
  Nigel Elvey

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  CITIC Ka Wah Bank, Ltd.
  New York Branch,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Wayne D. Kramen

  
	
   

  	
   

  	
  Name:

  	
  Wayne D. Kramen

  
	
   

  	
   

  	
  Title:

  	
  FVP

  



 

















 


	
   

  	
  Mega International
  Commercial Bank Silicon Valley Branch,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kuang Hua Wei

  
	
   

  	
   

  	
  Name:

  	
  Kuang Hua Wei

  
	
   

  	
   

  	
  Title:

  	
  SVP & General
  Manager

  



 
















 


	
   

  	
  Royal Bank of Canada,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Leslie P. Vowell

  
	
   

  	
   

  	
  Name:

  	
  Leslie P. Vowell

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  



 

















 


	
   

  	
  The Bank of Nova Scotia,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ George Sherman

  
	
   

  	
   

  	
  Name:

  	
  George Sherman

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  Morgan Stanley Senior
  Funding Inc.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ S. Yeo

  
	
   

  	
   

  	
  Name:

  	
  S. Yeo

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  Credit Suisse Loan Funding
  LLC,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Ian Landow

  
	
   

  	
   

  	
  Name:

  	
  Ian Landow

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Ronald Gotz

  
	
   

  	
   

  	
  Name:

  	
  Ronald Gotz

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  CCP Credit Acquisition
  Holdings, LLC,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jed Hart

  
	
   

  	
   

  	
  Name:

  	
  Jed Hart

  
	
   

  	
   

  	
  Title:

  	
  Sr. Managing Director

  



 
















 


	
   

  	
  Bank of America N.A.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Scott R. Swenson

  
	
   

  	
   

  	
  Name:

  	
  Scott R. Swenson

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  Knighthead Master Fund, LP

  By: Knighthead Capital Management, LLC

  Its Investment Manager

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas Wagner

  
	
   

  	
   

  	
  Name:

  	
  Thomas Wagner

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  Contrarian Funds, LLC,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael J. Restifo

  
	
   

  	
   

  	
  Name:

  	
  Michael J. Restifo

  
	
   

  	
   

  	
  Title:

  	
  CFO/Member

  



 

















 


	
   

  	
  Goldman Sachs Mortgage
  Company,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mark J. Buono

  
	
   

  	
   

  	
  Name:

  	
  Mark J. Buono

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  Goldman Sachs Canada
  Credit Partners Co.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Caroline Benton

  
	
   

  	
   

  	
  Name:

  	
  Caroline Benton

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 
















 


	
   

  	
  Goldman Sachs Lending
  Partners LLC,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Caroline Benton

  
	
   

  	
   

  	
  Name:

  	
  Caroline Benton

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  Goldman Sachs Credit
  Partners L.P.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Caroline Benton

  
	
   

  	
   

  	
  Name:

  	
  Caroline Benton

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  Deutsche Bank AG, New
  York,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Emile Van den Bol

  
	
   

  	
   

  	
  Name:

  	
  Emile Van den Bol

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ R. Chris Jones

  
	
   

  	
   

  	
  Name:

  	
  R. Chris Jones

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  Merrill Lynch Bank USA,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David Millett

  
	
   

  	
   

  	
  Name:

  	
  David Millett

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  National Bank of Egypt
  (UK) Ltd,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Margaret Bull

  
	
   

  	
   

  	
  Name:

  	
  Margaret Bull

  
	
   

  	
   

  	
  Title:

  	
  Senior Credit Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Peter Nerurker

  
	
   

  	
   

  	
  Name:

  	
  Peter Nerurker

  
	
   

  	
   

  	
  Title:

  	
  Supervisor Loans
  Administration

  



 
















 


	
   

  	
  Silver Oak Capital, LLC,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas M. Fuller

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Fuller

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  West LB AG, New York
  Branch, LLC,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael Sassos

  
	
   

  	
   

  	
  Name:

  	
  Michael Sassos

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Martin Marty

  
	
   

  	
   

  	
  Name:

  	
  Martin Marty

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  



 

















 


	
   

  	
  Shinsei Bank Limited,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Shinichirou Seto

  
	
   

  	
   

  	
  Name:

  	
  Shinichirou Seto

  
	
   

  	
   

  	
  Title:

  	
  Generale Manager

  



 

















 


Annex A to


Waiver to the Credit Agreement


 


Form of Guarantor Consent


 


CONSENT


 


Reference is made to the Credit Agreement, dated as
of March 23, 2006, as amended by Amendment No. 1 to the Credit
Agreement, dated as of April 17, 2007, 
Amendment No. 2 to the Credit Agreement, dated as of June 30,
2007, and Waiver to the Credit Agreement, dated as of April 20, 2009 among
Capmark Financial Group Inc. (the “Company”), certain
subsidiaries of the Company, the financial institutions and other institutional
lenders party thereto, Citibank, N.A., as administrative agent for the Lenders
and the other agents party thereto (such Credit Agreement, as so amended, the “Credit
Agreement”).


 


Each of the undersigned confirms and agrees that
notwithstanding the effectiveness of the foregoing Waiver No. 2 to the
Credit Agreement dated as of May 8, 2009, each Loan Document to which such
Person is a party is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, in each case as amended by the
Waiver to the Credit Agreement (in each case, as defined therein).


 


	
   

  	
  COMMERCIAL EQUITY
  INVESTMENTS, INC.,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Anne E. Kelly

  
	
   

  	
   

  	
  Name:

  	
  Anne E. Kelly

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  CAPMARK CAPITAL INC.,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
  Name:

  	
  Gregory J. McManus

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  NET LEASE ACQUISITION LLC,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
  Name:

  	
  Gregory J. McManus

  
	
   

  	
   

  	
  Title:

  	
  President

  



 

















 


	
   

  	
  CAPMARK FINANCE INC.,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
  Name:

  	
  Gregory J. McManus

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer,
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  CAPMARK INVESTMENTS LP,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Keith Kooper

  
	
   

  	
   

  	
  Name:

  	
  Keith Kooper

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  MORTGAGE INVESTMENTS, LLC,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jay N. Levine

  
	
   

  	
   

  	
  Name:

  	
  Jay N. Levine

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  SJM CAP, LLC,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory J. McManus

  
	
   

  	
   

  	
  Name:

  	
  Gregory J. McManus

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  CRYSTAL BALL HOLDING OF
  BERMUDA LIMITED,

  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Peter A. Widmann

  
	
   

  	
   

  	
  Name:

  	
  Peter A. Widmann

  
	
   

  	
   

  	
  Title:

  	
  President