Exhibit 10.3


 


EXECUTION COPY


 


CAPMARK FINANCIAL GROUP INC.


 


as Issuer


 


the ADDITIONAL SUBSIDIARY GUARANTORS named
herein


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


as Trustee


 






 


6.300% SENIOR NOTES DUE 2017


 






 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of June 3, 2009


 


to


 


INDENTURE


 


Dated as of May 10, 2007


 

















 


SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental
Indenture”), dated as of June 3, 2009 among Capmark Affordable Equity
Holdings Inc., a Colorado corporation and an indirect subsidiary of Capmark
Financial Group Inc., a Nevada corporation (the “Issuer”), Summit Crest
Ventures LLC, a Delaware limited liability corporation and an indirect subsidiary
of the Issuer and Capmark REO Holding LLC, Delaware limited liability
corporation and an indirect subsidiary of the Issuer (each an “Additional
Subsidiary Guarantor” and together, the “Additional Subsidiary Guarantors”),
the Issuer and Deutsche Bank Trust Company Americas, as Trustee under the
Indenture (the “Trustee”).


 


WITNESSETH:


 


WHEREAS the Issuer and the Subsidiary Guarantors
have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”),
dated as of May 10, 2007, providing for the issuance of 6.300% Senior
Notes Due 2017 (the “Notes”);


 


WHEREAS, Section 4.03 and Section 10.06 of
the Indenture provide that under certain circumstances the Issuer shall cause
the Additional Subsidiary Guarantors to execute and deliver to the Trustee a
guaranty agreement pursuant to which the Additional Subsidiary Guarantors shall
Guarantee payment of the Notes on the same terms and conditions as those set
forth in Article 10 of the Indenture; and


 


WHEREAS, pursuant to Section 9.01(iv) of
the Indenture, the Trustee and the Issuer are authorized to execute and deliver
this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing and
for good and valuable consideration, the receipt of which is hereby
acknowledged, the Issuer, the Additional Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:


 


SECTION 1.  Capitalized Terms. 
Capitalized terms used herein but not defined shall have the meanings assigned
to them in the Indenture.


 


SECTION 2.  Guarantees.  Each Additional
Subsidiary Guarantor hereby agrees, jointly and severally with all other
Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms
and subject to the conditions set forth in Article 10 of the Indenture and
to be bound by all other applicable provisions of the Indenture.


 


SECTION 3.  Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Second Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.


 

















 


SECTION 4.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 5.  Trustee Makes No
Representation.  The Trustee makes no representation as to the
validity or sufficiency of this Second Supplemental Indenture.


 


SECTION 6.  Counterparts.  The
parties may sign any number of copies of this Second Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.


 


SECTION 7.  Effect of Headings. 
The Section headings herein are for convenience only and shall not affect
the construction of this Second Supplemental Indenture.


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed as of the day and year
first above written.


 


 


	
   

  	
  CAPMARK
  FINANCIAL GROUP INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory J. McManus

  
	
   

  	
  Name:
  

  	
  Gregory
  J. McManus

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer and

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAPMARK
  AFFORDABLE EQUITY HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory J. McManus

  
	
   

  	
  Name:
  

  	
  Gregory
  J. McManus

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMMIT
  CREST VENTURES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Anne E. Kelly

  
	
   

  	
  Name:
  

  	
  Anne
  E. Kelly

  
	
   

  	
  Title:
  

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAPMARK
  REO HOLDING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Anne E. Kelly

  
	
   

  	
  Name:
  

  	
  Anne
  E. Kelly

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 

















 


	
  DEUTSCHE
  BANK TRUST COMPANY

  	
   

  
	
  AMERICAS, as Trustee

  	
   

  
	
  By Deutsche Bank National Trust Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Kenneth D. Ring

  	
   

  
	
  Name:
  

  	
  Kenneth
  D. Ring

  	
   

  
	
  Title:
  

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Irina Golovashchuk

  	
   

  
	
  Name: 

  	
  Irina Golovashchuk

  	
   

  
	
  Title: 

  	
  Assistant Vice President