Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 
3 TO THE BRIDGE LOAN AGREEMENT


 


Dated as of March 23, 2009


 


AMENDMENT
NO. 3 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 and Amendment No. 2 to the Bridge Loan Agreement
dated as of June 30, 2008 (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. 3”: Amendment No. 3 to the Agreement, dated as of March 23,
2009, among the Company, the Lenders party thereto and the Agent.


 


“Amendment No. 3 Effective Date”: the date of effectiveness
of Amendment No. 3 in accordance with the terms thereof.


 

















 


“Amendment No. 3 Extending Lender”: an “Extending Lender”
(as defined in Amendment No. 3).


 


“Amendment No. 3 Non-Extending Lender”: any Lender on the
Amendment No. 3 Effective Date that is not an Amendment No. 3
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 and (y) with respect to any Loans and Commitments
held by Amendment No. 3 Extending Lenders on the Amendment No. 3
Effective Date, March 24, 2009 (at 11:00 AM EDT).


 


(c)           Section 6.3(f) of the Bridge Loan Agreement is
hereby amended by inserting the following proviso after the semicolon in the last
line thereof:


 


provided that, after
the Amendment No. 3 Effective Date, such Liens shall not be permitted,
other than pursuant to arrangements existing on the Amendment No. 3
Effective Date or in the ordinary course of business;


 


(d)           Section 6.3(g) of the Bridge Loan Agreement is
hereby amended by inserting the following proviso after the word “million” in
the last line thereof:


 


;
provided that, after the Amendment No. 3
Effective Date, such Liens shall not be permitted, other than pursuant to
arrangements existing on the Amendment No. 3 Effective Date or in the
ordinary course of business


 


(e)           Section 6.4(g) of the Bridge Loan Agreement is
hereby amended by inserting the following proviso after the comma in the last
line thereof:


 


provided that, after
the Amendment No. 3 Effective Date, such Indebtedness shall not be
permitted, other than pursuant to arrangements existing on the Amendment No. 3
Effective Date or in the ordinary course of business;


 


(f)            Section 6.4(h) of the Bridge Loan Agreement is
hereby amended by inserting the following proviso after the word “million” in
the last line thereof:


 


,
provided that, after the Amendment No. 3
Effective Date, such Indebtedness shall not be permitted, other than pursuant
to arrangements existing on the Amendment No. 3 Effective Date or in the
ordinary course of business;


 


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. 3
to repay the Loans (and accrued interest thereon) the maturities of which are
not extended pursuant to Amendment No. 3 (and the Lenders in respect of
such Loans shall be entitled to receive and retain such repayment and
interest).


 


2

















 


Notwithstanding anything
contained herein to the contrary, the Company agrees that, prior to 11:00 AM
EDT on March 24, 2009, it shall not make, or cause to be made, any
repayment in respect of the Loans in an aggregate amount in excess of
$8,200,000; provided, however, that the Company may make, or
cause to be made, any repayment in respect of the Loans in connection with the
extension of the Maturity Date to April 6, 2009 to repay the Loans (and
accrued interest thereon) the maturities of which are not so extended.


 


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;


 


(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; and


 


(d)           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 


 


3

















 


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 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 and an
  Extending Lender

  
	
   

  
	
   

  	
  By: 

  	
   /s/ Trevor S.
  Houston

  
	
   

  	
  Name:

  	
  Trevor S. Houston

  
	
   

  	
  Title:

  	
  Managing Director

  



 

















 


	
   

  	
  Credit Suisse, Cayman
  Islands Branch,

  as a Majority Lender and an Extending Lender

  
	
   

  
	
   

  	
  By: 

  	
   /s/ Jay Chall

  
	
   

  	
  Name:

  	
  Jay Chall

  
	
   

  	
  Title:

  	
  Director

  



 


	
   

  	
  By: 

  	
   /s/ John D. Toronto

  
	
   

  	
  Name:

  	
  John D. Toronto

  
	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  Deutsche Bank AG, New
  York,

  as a Majority Lender and an
  Extending Lender

  
	
   

  
	
   

  	
  By:

  	
   /s/ Emile Van den Bol

  
	
   

  	
  Name:

  	
  Emile Van den Bol

  
	
   

  	
  Title:

  	
  Managing Director

  



 


	
   

  	
  Deutsche Bank AG, New
  York,

  as a Majority Lender and an
  Extending Lender

  
	
   

  
	
   

  	
  By:

  	
   /s/ R. Chris Jones

  
	
   

  	
  Name:

  	
  R. Chris Jones

  
	
   

  	
  Title:

  	
  Director 

  



 

















 


	
   

  	
  Goldman Sachs Credit
  Partners L.P.,

  as a Majority Lender and an
  Extending Lender

  
	
   

  
	
   

  	
  By: 

  	
   /s/ Caroline Benton

  
	
   

  	
  Name:

  	
  Caroline Benton

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 

















 


	
   

  	
  JPMorgan Chase Bank,

  as a Majority Lender and an Extending Lender

  
	
   

  
	
   

  	
  By: 

  	
   /s/ John J. Coffey

  
	
   

  	
  Name:

  	
  John J. Coffey

  
	
   

  	
  Title:

  	
  Managing Director

  



 
















 


	
   

  	
  The Royal Bank of Scotland
  plc,

  
	
   

  	
  as a Majority Lender and
  an Extending

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michael T.
  Fabiano

  
	
   

  	
   

  	
   Name:

  	
  Michael T. Fabiano

  
	
   

  	
   

  	
   Title:

  	
  Senior Vice President

  



 

















 


	
   

  	
  Longacre Master Fund,
  Ltd.,

  as a Majority Lender and an
  Extending

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven Weissman

  
	
   

  	
   

  	
   Name:

  	
  Steven Weissman

  
	
   

  	
   

  	
   Title:

  	
  Director

  



 

















 


	
   

  	
  Longacre Capital Partners
  (QP), L.P.,

  as a Majority Lender and an
  Extending

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steven Weissman

  
	
   

  	
   

  	
   Name:

  	
  Steven Weissman

  
	
   

  	
   

  	
   Title:

  	
  Manager of General Partner

  



 

















 


Annex A to


Amendment No. 3 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, and Amendment No. 3
to the Bridge Loan Agreement, dated as of March 23, 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. 3 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. 3 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