Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 7 AND WAIVER
TO THE BRIDGE LOAN AGREEMENT
Dated as of May 8,
2009
AMENDMENT NO. 7 AND WAIVER TO THE
BRIDGE LOAN AGREEMENT (this “ Amendment and Waiver
”) 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, Amendment
No. 3 to the Bridge Loan Agreement dated as of March 23,
2009, Amendment No. 4 to the Bridge Loan Agreement dated as of
March 24, 2009, Amendment No. 5 to the Bridge Loan
Agreement dated as of April 9, 2009 and Amendment No. 6
and Waiver to the Bridge Loan Agreement dated as of April 20,
2009 (as further amended, supplemented or otherwise modified, the
“ Bridge Loan Agreement ”). Capitalized
terms not otherwise defined in this Amendment and Waiver have the
same meanings as specified in the Bridge Loan
Agreement.
(2)
The Company has
requested that the Lenders agree to (a) 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 and (b) waive certain covenants under
the Bridge Loan Agreement.
(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 AND WAIVER 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. 7 and Waiver ”: Amendment
No. 7 and Waiver to the Agreement, dated as of May 8,
2009, among the Company, the Lenders party thereto and the
Agent.
“ Amendment No. 7 and
Waiver Effective Date ”: the date of effectiveness of
Amendment No. 7 and Waiver in accordance with the terms
thereof.
“ Amendment No. 7 and
Waiver Extending Lender ”: an “Extending
Lender” (as defined in Amendment No. 7 and
Waiver).
“ Non-Extending Lenders
” means Amendment No. 3 Non-Extending Lenders and
Amendment No. 4 Non-Extending Lenders.
(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. 7 and Waiver Extending
Lenders on the Amendment No. 7 Effective Date, May 21,
2009 at 5:00 p.m. EDT.
(c)
The Agent and the Majority Lenders
hereby waive, solely for the period commencing on the date hereof
through May 21, 2009 at 5:00 p.m. EDT (the “
Waiver Termination Date ”), the Events of Default
arising directly from the Company’s failure to
(x) maintain, pursuant to Section 6.1 of the Bridge Loan
Agreement, the Total Consolidated Indebtedness at the last day of
each of the fiscal quarters ended De
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