Exhibit 10.2


 


EXECUTION COPY


 


AMENDMENT NO. 
4 TO THE BRIDGE LOAN AGREEMENT


 


Dated as of March 24, 2009


 


AMENDMENT
NO. 4 TO THE BRIDGE LOAN AGREEMENT (this “Amendment”) among Capmark Financial Group Inc., a Nevada
corporation (the “Company”), the financial institutions and other
institutional lenders party hereto, and Citicorp North America, Inc., as
administrative agent (the “Agent”) for the Lenders.


 


RECITALS:


 


(1)           The
Company, the financial institutions and other institutional lenders party
thereto (the “Lenders”), the Agent and the other agents party thereto
have entered into that certain Bridge Loan Agreement dated as of March 23,
2006, as amended by Amendment No. 1 to the Bridge Loan Agreement dated as
of December 7, 2006, Amendment No. 2 to the Bridge Loan Agreement
dated as of June 30, 2008 and Amendment No. 3 to the Bridge Loan
Agreement dated as of March 23, 2009 (as further amended, supplemented or
otherwise modified, the “Bridge Loan Agreement”).  Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Bridge Loan
Agreement.


 


(2)           The
Company has requested that the Lenders agree to extend the Maturity Date of the
Loans under the Bridge Loan Agreement (any such Lender agreeing to so extend,
an “Extending Lender”) as hereinafter set forth.


 


(3)           Pursuant
to subsection 9.1(a) of the Bridge Loan 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 Company, written amendments, supplements or
modifications to the Bridge Loan Agreement for the purpose of adding any
provisions to the Bridge Loan Agreement or changing in any manner the rights of
the Lenders or of the Company under the Bridge Loan Agreement.


 


(4)           Pursuant
to subsection 9.1(y)(i) of the Bridge Loan Agreement, no amendment to the
Bridge Loan Agreement shall extend the scheduled date of any payment of any
Loan without the consent of each Lender directly affected thereby.


 


(5)           The
Majority Lenders and the Extending Lenders have agreed, subject to the terms
and conditions stated below, to amend the Bridge Loan Agreement as hereinafter
set forth.


 


SECTION 1.           AMENDMENTS
TO BRIDGE LOAN AGREEMENT


 


The Bridge Loan Agreement is, effective as of
the date hereof and subject to the satisfaction of the conditions precedent set
forth in Section 2, hereby amended as follows:


 


(a)           Section
1.01 of the Bridge Loan Agreement is hereby amended by inserting in
alphabetical order a new definition to read as follows:


 


“Amendment
No. 4”: Amendment No. 4 to the Agreement, dated as of March 24,
2009, among the Company, the Lenders party thereto and the Agent.


 


“Amendment No. 4 Effective Date”: the date of effectiveness
of Amendment No. 4 in accordance with the terms thereof.


 

















 


“Amendment No. 4 Extending Lender”: an “Extending Lender”
(as defined in Amendment No. 4).


 


“Amendment No. 4 Non-Extending Lender”: any Lender on the
Amendment No. 4 Effective Date that is not an Amendment No. 4
Extending Lender.


 


(b)           The
definition of “Maturity Date” set forth in Section 1.01 of the Bridge Loan
Agreement is hereby amended and restated in its entirety to read as follows:


 


“Maturity
Date” means (x) with respect to any Loans and Commitments held by
Amendment No. 3 Non-Extending Lenders on the Amendment No. 3
Effective Date, March 23, 2009, (y) with respect to any Loans and
Commitments held by Amendment No. 4 Non-Extending Lenders on the Amendment
No. 4 Effective Date, March 24, 2009, and (z) with respect to
any Loans and Commitments held by Amendment No. 4 Extending Lenders on the
Amendment No. 4 Effective Date, April 9, 2009.


 


(c)           The undersigned agree that the Bridge Loan Agreement is deemed to be
amended to make any modifications to the applicable payment, pro rata and
sharing provisions of the Bridge Loan Agreement needed in connection with
effecting the changes to maturities effected hereby and to permit the Company
in connection with Amendment No. 4 to repay the Loans in an aggregate
principal amount not to exceed $2,404,000 (and accrued interest thereon) the
maturities of which are not extended pursuant to Amendment No. 4 (and the
Lenders in respect of such Loans shall be entitled to receive and retain such
repayment and interest).


 


(d)           Except as provided in Section 1(c), the Company agrees that until April 9,
2009 it shall not make, or cause to be made, any repayment in respect of the
Loans.


 


(e)           Until April 9,
2009, the Majority Lenders hereby waive any Event of Default arising
directly from the Company’s failure to repay in full the principal amount of,
and interest on, the Loans of any Amendment No. 4 Non-Extending Lenders on
the Maturity Date for such Loans (such event being the “Non-Payment Event of
Default”).  Further, until April 9, 2009, the Majority Lenders
hereby agree to forbear (and instruct the Agent to
forbear) from exercising any right or remedy under the Bridge Loan
Agreement as a result of the occurrence and continuance of an Event of Default
arising from the Non-Payment Event of Default.


 


(f)            From the date hereof until April 9,
2009, notwithstanding the provisions of Section 9.6 of the Bridge Loan
Agreement, no Lender shall
be permitted to (i) assign or otherwise transfer to one or more Assignees
all or a portion of its rights or obligations under the Bridge Loan
Agreement or (ii) sell participations to one or more Participants in
all or a portion of its rights or obligations under the Bridge Loan
Agreement, in each case pursuant to Section 9.6 of the Bridge Loan
Agreement.


 


SECTION 2.           CONDITIONS OF EFFECTIVENESS


 


This Amendment 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 Amendment executed by the
Company, the Majority Lenders, the Extending Lenders, and/or, as to any such
Majority Lender and Extending Lender, advice satisfactory to the Agent that
such Lender has executed this Amendment;


 


2

















 


(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 Amendment (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 Amendment, 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 an amendment fee for the account of each Extending
Lender that has executed and delivered a signature page to this Amendment
in an amount equal to 0.25% of the aggregate principal amount of such Extending
Lender’s Loans; and


 


(e)           all
other fees and expenses of the Agent and the Lenders (including (i) all
reasonable fees and expenses of counsel to the Agent and (ii) all
retainers for counsel to the Agent and advisor to the Agent), to the extent
invoiced prior to the date hereof, shall have been paid.


 


SECTION 3.           CONFIRMATION OF REPRESENTATIONS AND
WARRANTIES


 


(a)           The
Company hereby represents and warrants, on and as of the date hereof, that the
representations and warranties contained in the Bridge Loan Agreement (to the
extent relating to the Company) are true and correct in all material respects
on and as of the date hereof, before and after giving effect to this Amendment,
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


 


The Company hereby consents to
the amendments to the Bridge Loan Agreement effected hereby, and hereby
confirms and agrees that, notwithstanding the effectiveness of this Amendment,
the obligations of the Company contained in the Bridge Loan 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 Amendment, each reference in the
Bridge Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import referring to the Bridge Loan Agreement and each reference in the
Notes and each of the other Loan Documents to “the Bridge Loan Agreement”, “thereunder”,
“thereof” or words of like import referring to the Bridge Loan Agreement shall
mean and be a reference to the Bridge Loan Agreement as amended by this
Amendment.


 


(b)           The
Bridge Loan Agreement, the Notes and each of the other Loan Documents, as specifically
amended by this Amendment, 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 Amendment 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 Bridge Loan Agreement or any other Loan
Document, nor constitute a waiver of any provision 


 


3

















 


of the
Bridge Loan Agreement or any other Loan Document.


 


SECTION 6.           COSTS, EXPENSES


 


The Company agrees 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
Amendment 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 9.5 of the Bridge
Loan Agreement.


 


SECTION 7.           EXECUTION IN COUNTERPARTS


 


This Amendment 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 Amendment by telecopier or in “pdf”
or similar format by electronic mail shall be effective as delivery of a
manually executed counterpart of this Amendment.


 


SECTION 8.           GOVERNING LAW


 


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


 


[The remainder of this page intentionally left blank.]


 


4

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment 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

  
					



 
















 


	
  Acknowledged:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    CITICORP NORTH
  AMERICA, INC.,

    as the Agent

  	
   

  
	
   

  	
   

  
	
    By:

  	
    /s/ Trevor S.
  Houston

  	
   

  
	
   

  	
    Name:

  	
  Trevor S. Houston

  	
   

  
	
   

  	
    Title:

  	
  Managing Director

  	
   

  



 

















 


	
   

  	
  Citibank N.A.,

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Trevor S.
  Houston

  
	
   

  	
   

  	
    Name:

  	
  Trevor S. Houston

  
	
   

  	
   

  	
    Title:

  	
  Managing Director

  



 

















 


	
   

  	
  Credit Suisse, Cayman
  Islands Branch,

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Jay Chall

  
	
   

  	
   

  	
    Name:

  	
  Jay Chall

  
	
   

  	
   

  	
    Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mikail
  Faybusovich

  
	
   

  	
   

  	
    Name:

  	
  Mikail Faybusovich

  
	
   

  	
   

  	
    Title:

  	
  Vice President

  



 

















 


	
   

  	
  Deutsche Bank AG, New
  York,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Emile Van den Bol

  
	
   

  	
   

  	
    Name:

  	
  Emile Van den Bol

  
	
   

  	
   

  	
    Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Deutsche Bank AG, New
  York,

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ R. Chris
  Jones

  
	
   

  	
   

  	
    Name:

  	
  R. Chris Jones

  
	
   

  	
   

  	
    Title:

  	
  Director

  



 

















 


	
   

  	
  Goldman Sachs Credit
  Partners L.P.,

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Caroline
  Benton

  
	
   

  	
   

  	
    Name:

  	
  Caroline Benton

  
	
   

  	
   

  	
    Title:

  	
  Authorized Signatory

  



 
















 


	
   

  	
  JPMorgan Chase Bank,

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John J.
  Coffey

  
	
   

  	
   

  	
    Name:

  	
  John J. Coffey

  
	
   

  	
   

  	
    Title:

  	
  Managing Director

  



 

















 


	
   

  	
  The Royal Bank of Scotland
  plc,

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael T.
  Fabiano

  
	
   

  	
   

  	
    Name:

  	
  Michael T. Fabiano

  
	
   

  	
   

  	
    Title:

  	
  Senior Vice President

  



 

















 


Annex A to


Amendment No. 4 to the Bridge Loan Agreement


 


Form of Guarantor Consent


 


CONSENT


 


Reference is made to the Bridge Loan Agreement,
dated as of March 23, 2006, as amended by Amendment No. 1 to the
Bridge Loan Agreement, dated as of December 7, 2006, Amendment No. 2
to the Bridge Loan Agreement, dated as of June 30, 2008, Amendment No. 3
to the Bridge Loan Agreement, dated as of March 23, 2009, and Amendment No. 4
to the Bridge Loan Agreement, dated as of March 24, 2009, among Capmark Financial Group Inc. (the “Company”),
the financial institutions and other institutional lenders party thereto,
Citicorp North America, Inc., as administrative agent for the Lenders and
the other agents party thereto (such Bridge Loan
Agreement, as so amended, the “Bridge Loan Agreement”).


 


Each of the undersigned confirms and agrees that
notwithstanding the effectiveness of the foregoing Amendment No. 4 to the
Bridge Loan Agreement, 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 Amendment No. 4 to
the Bridge Loan 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/ Barry S.
  Gersten

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Barry S. Gersten

  
	
   

  	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MORTGAGE INVESTMENTS, LLC,

  as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Peter A.
  Widmann

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Peter A. Widmann

  
	
   

  	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SJM CAP, LLC,

  as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Peter A.
  Widmann

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Peter A. Widmann

  
	
   

  	
   

  	
   

  	
    Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CRYSTAL BALL HOLDING OF
  BERMUDA

  LIMITED, as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Peter A.
  Widmann

  
	
   

  	
   

  	
   

  	
    Name:

  	
  Peter A. Widmann

  
	
   

  	
   

  	
   

  	
    Title:

  	
  President