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