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AMENDMENT NO. 2 TO THE BRIDGE LOAN AGREEMENT

Bridge Loan Agreement

AMENDMENT NO. 2 TO THE BRIDGE LOAN AGREEMENT You are currently viewing:
This Bridge Loan Agreement involves

Capmark Financial Group Inc | Citicorp North America, Inc | GOLDMAN SACHS CREDIT PARTNERS | JPMORGAN CHASE BANK, NA | ROYAL BANK OF SCOTLAND PLC

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Title: AMENDMENT NO. 2 TO THE BRIDGE LOAN AGREEMENT
Governing Law: New York     Date: 7/3/2008
Law Firm: Lionel Sawyer;Simpson Thacher    

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Exhibit 10.2

 

EXECUTION VERSION

 

AMENDMENT NO. 2 TO THE BRIDGE LOAN AGREEMENT

 

Dated as of June 30, 2008

 

AMENDMENT NO. 2 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 a 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 (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 amend certain provisions of the Bridge Loan Agreement as set forth in the Bridge Loan Agreement as attached in Annex A hereto.  Such amendments to the Bridge Loan Agreement are represented in Annex A with strikethrough font for all deletions thereto and with bold, double underlined font for all additions thereto.

 

(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)            The Agent and the Majority Lenders have each agreed, subject to the terms and conditions stated below, to amend the Bridge Loan Agreement as set forth in Annex A hereto.

 

SECTION 1.            AMENDMENTS TO BRIDGE LOAN AGREEMENT

 

The Bridge Loan Agreement is hereby amended as set forth in the Bridge Loan Agreement as attached in Annex A hereto.  Such amendments to the Bridge Loan Agreement are represented in Annex A with strikethrough font for all deletions thereto and with bold, double underlined font for all additions thereto.

 

SECTION 2.            CONDITIONS OF EFFECTIVENESS

 

This Amendment shall become effective as of the date first above written when, and only when, the following conditions have been satisfied:

 

(a)            the Agent shall have received counterparts of this Amendment executed by the Company, the Majority Lenders, and/or, as to any such Majority Lender, advice satisfactory to the Agent that such Lender has executed this Amendment;

 

(b)            each Guarantor has executed and delivered a consent in the form of Annex B hereto;

 

(c)            the Loans shall have been prepaid in an aggregate amount equal to $600,000,000

 



 

(provided that the Lenders agree that the Company shall not be responsible for any premium or penalty or any loss, cost or expense pursuant to Section 2.16 of the Bridge Loan Agreement as a result of such prepayment); and

 

(d)            all fees and expenses of the Agent and the Lenders (including all reasonable fees and expenses of counsel to the Agent), to the extent invoiced prior to the date hereof, shall have been paid.

 

SECTION 3.            CONFIRMATION OF REPRESENTATIONS AND WARRANTIES

 

(a)            The Company hereby represents and warrants, on and as of the date hereof, that the representations and warranties contained in the Bridge Loan Agreement (to the extent relating to the Company) are true and correct in all material respects on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date.

 

(b)            The Company hereby represents and warrants that, on and as of the date hereof, no event has occurred and is continuing that constitutes a Default.

 

SECTION 4.            AFFIRMATION OF THE COMPANY

 

The Company hereby consents to the amendments to the Bridge Loan Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of the Company contained in the Bridge Loan Agreement, as amended hereby, or in any other Loan Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects.

 

SECTION 5.            REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS

 

(a)            On and after the effectiveness of this Amendment, each reference in the Bridge Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Bridge Loan Agreement and each reference in the Notes and each of the other Loan Documents to “the Bridge Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Bridge Loan Agreement shall mean and be a reference to the Bridge Loan Agreement as amended by this Amendment.

 

(b)            The Bridge Loan Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

 

(c)            The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Bridge Loan Agreement or any other Loan Document, nor constitute a waiver of any provision of the Bridge Loan Agreement or any other Loan Document.

 

SECTION 6.            COSTS, EXPENSES

 

The Company agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of subsection 9.5 of the Bridge Loan Agreement.

 

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SECTION 7.            EXECUTION IN COUNTERPARTS

 

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or in “pdf” format by electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

 

SECTION 8.            GOVERNING LAW

 

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

 

[The remainder of this page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

 

 

CAPMARK FINANCIAL GROUP INC.,

 

as the Company

 

 

 

 

By:

/s/ Gregory J. McManus

 

 

Name:

Gregory J. McManus

 

 

Title:

Executive Vice President
and Chief Financial Officer

 



 

 

CITICORP NORTH AMERICA, INC.,
as the Agent

 

 

 

 

By:

/s/ Maureen P. Maroney

 

 

Name:

Maureen P. Maroney

 

 

Title:

Authorized Signatory

 



 

 

CITICORP NORTH AMERICA, INC.

 

as a Majority Lender

 

 

 

 

By:

 /s/ Maureen P. Maroney

 

 

 Name: Maureen P. Maroney

 

 

 Title:   Authorized Signatory

 



 

 

JPMORGAN CHASE BANK, N.A.,

 

as a Majority Lender

 

 

 

 

By:

  /s/ Dmitry V. Yakimchuk

 

 

  Name:     Dmitry V. Yakimchuk

 

 

  Title:       Vice President

 



 

 

GOLDMAN SACHS CREDIT PARTNERS,
L.P.,

 

as a Majority Lender

 

 

 

 

By:

  /s/ Andrew Caditz

 

 

  Name:

Andrew Caditz

 

 

  Title:  

Authorized Signatory

 



 

 

THE ROYAL BANK OF SCOTLAND PLC,

 

as a Majority Lender

 

 

 

 

By:

  /s/ Angela Reilly

 

 

  Name:

Angela Reilly

 

 

  Title:  

Managing Director

 



 

Annex A to

Amendment No. 2 to the Bridge Loan Agreement

 



 

 

$5,250,000,000 BRIDGE LOAN AGREEMENT

 

Among

 

CAPMARK FINANCIAL GROUP INC.,

 

The Several Lenders
from Time to Time Parties Hereto,

 

CITICORP NORTH AMERICA, INC.
as Administrative Agent,

 

J.P. MORGAN SECURITIES INC.,
as Syndication Agent

 

CREDIT SUISSE,
DEUTSCHE BANK SECURITIES INC.,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
- and -
THE ROYAL BANK OF SCOTLAND PLC
,
as Documentation Agents

 

Dated as of March 23, 2006

 

 

CITIGROUP GLOBAL MARKETS INC.,
J.P. MORGAN SECURITIES INC.,
CREDIT SUISSE,
DEUTSCHE BANK SECURITIES INC.,
GOLDMAN SACHS CREDIT PARTNERS, L.P.,
- and -
THE ROYAL BANK OF SCOTLAND PLC,
as Joint Lead Arrangers and Joint Bookrunners

 

 



 

TABLE OF CONTENTS

 

Table of Contents

 

 

 

Page

 

 

 

SECTION 1. DEFINITIONS

1

 

 

 

1.1.

Defined Terms

1

 

 

 

1.2.

Other Definitional Provisions

15

 

 

 

SECTION 2. AMOUNT AND TERMS OF THE FACILITIES

16

 

 

 

2.1.

Commitments

16

 

 

 

2.2.

Procedure for Borrowing

16

 

 

 

2.3.

Termination or Reduction of Commitments

16

 

 

 

2.4.

Prepayments

16

 

 

 

2.5.

Conversion and Continuation Options

17

 

 

 

2.6.

Minimum Amounts of Eurodollar Borrowings; Interest Periods

18

 

 

 

2.7.

Repayment of Loans; Evidence of Debt

18

 

 

 

2.8.

Interest Rates and Payment Dates

18

 

 

 

2.9.

Facility Fee

19

 

 

 

2.10.

Computation of Interest and Fees

20

 

 

 

2.11.

Inability to Determine Interest Rate

20

 

 

 

2.12.

Pro Rata Treatment and Payments

20

 

 

 

2.13.

Illegality

21

 

 

 

2.14.

Increased Costs

21

 

 

 

2.15.

Taxes

22

 

 

 

2.16.

Indemnity

24

 

 

 

2.17.

Notice of Amounts Payable; Relocation of Funding Office; Mandatory Assignment

24

 



 

SECTION 3. REPRESENTATIONS AND WARRANTIES

25

 

 

 

3.1.

Financial Condition

25

 

 

 

3.2.

No Change

25