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 make any
modifications to the applicable payment, pro rata and sharing
provisions of the Bridge Loan Agreement needed in connection with
effecting the changes to maturities effected hereby and to permit
the Company in connection with Amendment No. 4 to repay the
Loans in an aggregate principal amount not to exceed $2,404,000
(and accrued interest thereon) the maturities of which are not
extended pursuant to Amendment No. 4 (and the Lenders in
respect of such Loans shall be entitled to receive and retain such
repayment and interest).
(d)
Except as provided in
Section 1(c), the Company agrees that until April 9, 2009
it shall not make, or cause to be made, any repayment in respect of
the Loans.
(e)
Until April 9, 2009,
the Majority Lenders hereby waive any Event of Default
arising directly from the Company’s failure to repay in full
the principal amount of, and interest on, the Loans of any
Amendment No. 4 Non-Extending Lenders on the Maturity Date for
such Loans (such event being the “ Non-Payment Event of
Default ”). Further, until April 9, 2009, the
Majority Lenders hereby agree to forbear (and instruct the Agent to
forbear) from exercising any right or remedy under the
Bridge Loan Agreement as a result of the occurrence and continuance
of an Event of Default arising from the Non-Payment Event of
Default.
(f)
From the date hereof until
April 9, 2009, notwithstanding the provisions of
Section 9.6 of the Bridge Loan Agreement, no Lender shall
be permitted to (i) assign or otherwise transfer to one or
more Assignees all or a portion of its rights or obligations under
the Bridge Loan Agreement or (ii) sell participations to
one or more Participants in all or a portion of its rights or
obligations under the Bridge Loan Agreement, in each case pursuant
to Section 9.6 of the Bridge Loan Agreement.
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, the Extending Lenders, and/or, as to
any such Majority Lender and Extending Lender, advice satisfactory
to the Agent that such Lender has executed this
Amendment;
2
(b)
the
Agen
