Unassociated Document


    



     

    EXECUTION
COPY

     

    Capmark
Financial Group Inc.

    116
Welsh  Road

    Horsham,
Pennsylvania 19044

    


    July 24,
2009

    


    Five Mile
Capital Partners LLC

    3
Stamford Plaza

    301
Tresser Blvd.

    9th
Floor

    Stamford,
CT 06901

    


    Goldman,
Sachs & Co.

    85 Broad
Street

    New York,
NY 10004

    


    GMAC
Mortgage Group LLC

    (f.k.a.
GMAC Mortgage Group, Inc.)

    200
Renaissance Center

    P.O. Box
200

    Detroit,
Michigan 48265-2000

    


    Kohlberg
Kravis Roberts & Co., L.P.

    9 West
57th Street

    Suite
4200

    New York,
New York 10019

    


    Dune
Capital Management LP

    623 Fifth
Avenue

    New York,
NY 10022

    


    Re:
Termination of Management Agreement

    


    Ladies
and Gentlemen:

    


    Reference
is made to the Management Agreement (the “Management
Agreement”), dated as of March 23, 2006, by and between GMAC Commercial
Holding Corp. (the “Company”), Kohlberg
Kravis Roberts & Co. L.P. (“KKR”), Goldman, Sachs
& Co. (“GS”), Five Mile
Capital Partners LLC (“Five Mile”), Dune
Capital Management LP (“Dune”) and GMAC
Mortgage Group, Inc. (“GMACMG”, and together
with Five Mile, KKR, Dune, GS, the “Consultants”).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Except as
set forth below and notwithstanding any terms in the Management Agreement
contrary hereto, the Management Agreement and all of its terms and provisions
are terminated as of December 31, 2008 (the “Termination
Date”).  Effective as of the Termination Date, the Consultants,
on the one hand, and the Company (or its successors) or any of its subsidiaries,
on the other hand, shall have no further liability or obligation to each other
or any other persons arising out of, or related to, the Management Agreement,
except that (i) Section 3 of the Management Agreement, with respect to expenses
accrued by the Consultants prior to the Termination Date, shall survive such
termination indefinitely and (ii) Section 4 of the Management Agreement shall
survive such termination for three (3) years from the Termination
Date.

    


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

    


    This
letter agreement may be executed in counterparts, each of which shall be deemed
an original agreement, but all of which together shall constitute one and the
same instrument.


    


    [Signature
Pages Follow]

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	      
              CAPMARK
      FINANCIAL GROUP INC.

              (f.k.a.
      GMAC Commercial Holding Corp.)

              


              


              By: /s/ Benjamin
      Mittman

              Name:
      Benjamin Mittman

              Title:   Vice
      President

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    AGREED
AND ACKNOWLEDGED:

    


    FIVE MILE
CAPITAL PARTNERS LLC

    


    


    By: /s/ Konrad R.
Kruger                                                                

    Name:
Konrad R. Kruger

    Title:   Managing
Member

    


    


    GOLDMAN,
SACHS & CO.

    


    


    By: /s/ Bradley J.
Gross                                                                

    Name:
Bradley J. Gross

    Title:   Managing
Director

    


    


    GMAC
MORTGAGE GROUP LLC

    (f.k.a.
GMAC Mortgage Group, Inc.)

    


    


    By: /s/ D.
Walker                                                                

    Name: D.
Walker

    Title:

    


    


    KOHLBERG
KRAVIS ROBERTS & CO., L.P.

    


    


    By: /s/ Scott C.
Nuttall                                                                

    Name:
Scott C. Nuttall

    Title:   Member

    


    


    DUNE
CAPITAL MANAGEMENT LP

    


    By: /s/ Joshua P.
Eaton                                                                

    Name:
Joshua P. Eaton

    Title:   General
Counsel