Exhibit 10.2


 


EXECUTION COPY


 


WAIVER NO. 3 TO THE CREDIT AGREEMENT


 


Dated as of May 21, 2009


 


WAIVER NO.
3 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, Waiver to the Credit Agreement, dated as of April 20, 2009 and
Waiver No. 2 to the Credit Agreement, dated as of May 8, 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 29, 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 29, 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. 8 and Waiver to the Bridge
Facility dated as of the date hereof shall have become effective; and


 


(e)           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.


 


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 


 


2

















 


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

















 


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:

  	
  Executive Vice President

  



 


CAPMARK Credit
Agreement – Waiver No. 3


Signature Page


 

















 


	
   

  	
  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 Credit Agreement – Waiver No. 3


Signature Page


 

















 


	
   

  	
  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 Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  CAPMARK JAPAN, K.K.,

  as a Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Katsuyoshi
  Dobashi

  
	
   

  	
   

  	
   Name:

  	
  Katsuyoshi Dobashi

  
	
   

  	
   

  	
   Title:

  	
  Representative Director

  



 


CAPMARK Credit
Agreement – Waiver No. 3


Signature Page


 

















 


	
  CITIBANK, N.A., 

  as Administrative Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Trevor Houston

  	
   

  
	
   

  	
   Name:

  	
  Trevor Houston

  	
   

  
	
   

  	
   Title:

  	
  Managing Director 

  	
   

  



 


CAPMARK Credit
Agreement – Waiver No. 3


Signature Page


 

















 


	
   

  	
  Citibank, N.A.,

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Trevor Houston

  
	
   

  	
   

  	
   Name:

  	
  Trevor Houston

  
	
   

  	
   

  	
   Title:

  	
  Managing Director

  



 


CAPMARK Credit
Agreement – Waiver No. 3


Signature Page


 

















 


	
   

  	
  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

  



 


CAPMARK Credit
Agreement – Waiver No. 3


Signature Page


 
















 


	
   

  	
  Silver Oak Capital, LLC,
  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Fuller

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Fuller

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  Royal Bank of Canada,
  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leslie P. Vowell

  
	
   

  	
   

  	
  Name:

  	
  Leslie P. Vowell

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  Lehman Brothers
  Holdings, Inc.,  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas J. Lambert

  
	
   

  	
   

  	
  Name:

  	
  Douglas J. Lambert

  
	
   

  	
   

  	
  Title:

  	
  SVP

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  Societe Generale,  

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nigel Elvey

  
	
   

  	
   

  	
  Name:

  	
  Nigel Elvey

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  CITIC Ka Wah Bank, Ltd.
  New York Branch,  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Zhao

  
	
   

  	
   

  	
  Name:

  	
  Peter Zhao

  
	
   

  	
   

  	
  Title:

  	
  EVP

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  Bank of America N.A.,
  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott R. Swenson

  
	
   

  	
   

  	
  Name:

  	
  Scott R. Swenson

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  Merrill Lynch Bank USA,
  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Millett

  
	
   

  	
   

  	
  Name:

  	
  David Millett

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  Morgan Stanley Senior
  Funding Inc.,  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Yeo

  
	
   

  	
   

  	
  Name:

  	
  S. Yeo

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  The Bank of Nova Scotia,
  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ajit Goswani

  
	
   

  	
   

  	
  Name:

  	
  Ajit Goswani

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 

















 


	
   

  	
  Credit Suisse Loan Funding
  LLC,  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francesca Sena

  
	
   

  	
   

  	
  Name:

  	
  Francesca Sena

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth Hoffman

  
	
   

  	
   

  	
  Name:

  	
  Kenneth Hoffman

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


CAPMARK Credit Agreement
– Waiver No. 3


Signature Page


 
















 


	
   

  	
  Goldman Sachs Credit
  Partners L.P.,

  as a Majority Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Caroline Benton

  
	
   

  	
   

  	
  Name: 

  	
  Caroline Benton

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  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

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  Shinsei Bank Limited,  

  
	
   

  	
  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shinichirou Seto

  
	
   

  	
   

  	
  Name:

  	
  Shinichirou Seto

  
	
   

  	
   

  	
  Title:

  	
  Generale Manager

  
	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  Goldman Sachs Mortgage
  Company,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Buono

  
	
   

  	
   

  	
  Name:

  	
  Mark J. Buono

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  Goldman Sachs Lending
  Partners LLC,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Caroline Benton

  
	
   

  	
   

  	
  Name:

  	
  Caroline Benton

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  Goldman Sachs Canada
  Credit Partners Co.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Caroline Benton

  
	
   

  	
   

  	
  Name:

  	
  Caroline Benton

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  Toronto Dominion (Texas)
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jackie Barrett

  
	
   

  	
   

  	
  Name:

  	
  Jackie Barrett

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  The Toronto-Dominion Bank,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jackie Barrett

  
	
   

  	
   

  	
  Name:

  	
  Jackie Barrett

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  CCP Credit Acquisition
  Holdings, LLC,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jed Hart

  
	
   

  	
   

  	
  Name:

  	
  Jed Hart

  
	
   

  	
   

  	
  Title:

  	
  Sr. Managing Director

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 

















 


	
   

  	
  Wachovia Bank, N.A.,

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa N. Rodriguez

  
	
   

  	
   

  	
  Name:

  	
  Vanessa N. Rodriguez

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 


	
   

  	
   

  	
  CAPMARK Credit
  Agreement – Waiver No. 3

  
	
   

  	
   

  	
  Signature Page

  



 
















 


	
   

  	
  JPMorgan,  

  as a Majority Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Coffey

  
	
   

  	
   

  	
  Name:

  	
  John J. Coffey

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


CAPMARK Credit
Agreement – Waiver No. 3


Signature Page


 

















 


	
   

  	
  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

  



 


CAPMARK Credit
Agreement – Waiver No. 3


Signature Page


 

















 


	
   

  	
  Sumitomo Mitsui Banking
  Corporation,  

  as a Majority Lender 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Name:

  	
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Title:

  	
  General Manager

  



 


CAPMARK Credit
Agreement – Waiver No. 3


Signature Page


 

















 


Annex A to


Waiver No. 3 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, Waiver to the Credit Agreement, dated as of April 20, 2009, Waiver No. 2
to the Credit Agreement, dated as of May 8, 2009 and Waiver No. 3 to
the Credit Agreement, dated as of May 21, 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. 3 to the
Credit Agreement dated as of May 21, 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 Credit Agreement
– Waiver No. 3 


Guarantor Consent


 

















 


	
   

  	
  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

  



 


CAPMARK Credit
Agreement – Waiver No. 3 


Guarantor Consent