AMENDMENT NO. 2 TO THE BRIDGE LOAN AGREEMENT

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.

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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.

Annex A to

Amendment No. 2 to the Bridge Loan Agreement

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