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 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, (y) with
respect to any Loans and Commitments held by Amendment No. 4
Non-Extending Lenders on the Amendment No. 4 Effective Date,
March 24, 2009, and (z) with respect to any Loans and
Commitments held by Amendment No. 4 Extending Lenders on the
Amendment No. 4 Effective Date, April 9, 2009.
(c)
The undersigned agree that the
Bridge Loan Agreement is deemed to be amended to mak
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