AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

Dated as of June 30, 2008

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (this “ Amendment ”) among Capmark Financial Group Inc., a Nevada corporation (the “ Company ”), certain subsidiaries of the Company (together with the Company, the “ Borrowers ” and, each a “ Borrower ”), the financial institutions and other institutional lenders party hereto, and Citibank, N.A., as administrative agent (the “ Agent ”) for the Lenders.

RECITALS:

(1)           The Borrowers, the financial institutions and other institutional lenders party thereto (the “ Lenders ”), the Agent and the other agents party thereto have entered into a credit agreement dated as of March 23, 2006, as amended by Amendment No. 1 to the Credit Agreement dated as of April 17, 2007 (as further amended, supplemented or otherwise modified, the “ Credit Agreement ”).  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2)           The Borrowers have requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth in the Credit Agreement as attached in Annex A hereto.  Such amendments to the Credit 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 10.1(a) of the Credit 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 Borrowers, written amendments, supplements or modifications to the Credit Agreement for the purpose of adding any provisions to the Credit Agreement or changing in any manner the rights of the Lenders or of the Borrowers under the Credit Agreement.

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

SECTION 1.           AMENDMENTS TO CREDIT AGREEMENT

The Credit Agreement is hereby amended as set forth in the Credit Agreement as attached in Annex A hereto.  Such amendments to the Credit 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 other Borrowers, 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; and

(c)           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)           Each of the Company and each Borrower hereto hereby represents and warrants, on and as of the date hereof, that the representations and warranties contained in the Credit Agreement (to the extent relating to such Loan Party) 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 AND THE BORROWERS

The Company and each Borrower hereby consents to the amendments to the Credit Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of the Company and each such Borrower contained in the Credit 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 Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(b)           The Credit 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 Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

SECTION 6.           COSTS, EXPENSES

The Borrowers agree 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 10.5 of the Credit Agreement.

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.

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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.

Annex A to

Amendment No. 2 to the Credit Agreement

$5,500,000,000 CREDIT AGREEMENT

Among

CAPMARK FINANCIAL GROUP INC.,

THE DESIGNATED BORROWERS NAMED HEREIN,

The Several Lenders
from Time to Time Parties Hereto,

CITIBANK, N.A.,
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

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CREDIT AGREEMENT, dated as of March 23, 2006, among:

(a)            CAPMARK FINANCIAL GROUP INC., a Nevada corporation (the “ Company ”);

(b)            certain Subsidiaries of the Company listed on Schedule 2.8 or that may hereafter become a party hereto pursuant to subsection 2.8 (each a “ Designated Borrower ” and, together with the  Company, the “ Borrowers ” and, each a “ Borrower ”);

(c)            the several banks and other financial institutions, from time to time parties to this Agreement, including, as applicable, branches or affiliates thereof regardless of whether or not such brand or affiliate has signed this Agreement, (the “ Lenders ”);

(d)            J.P. Morgan Securities Inc., as syndication agent (in such capacity, the “ Syndication Agent ”);

(e)            Credit Suisse, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners, L.P. and The Royal Bank of Scotland plc, as documentation agents (each, in such capacity, a “ Documentation Agent ”);

(f)             the Lenders from time to time parties to this Agreement in the capacities as issuers of letters of credit; and

(g)            CITIBANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, together with its affiliates and any sub-agent appointed pursuant to the terms of this Agreement, the “ Agent ”).

The parties hereto hereby agree as follows:

SECTION 1.   DEFINITIONS

1.1.  Defined Terms .  As used in this Agreement, the following terms shall have the following meanings:

“ A-Rated Specified Loans and Securities ”:  Specified Loans and Securities of the type referred to in clause (c) of the definition thereof which are not rated at least “AA-” by S&P, “Aa3” by Moody’s or “AA-” by Fitch.

“ Acceptance Fee ”:  as defined in subsection 2.5(d).

“ Acceptance Note ”:  as defined in subsection 2.5(f)(ii).

“ Acceptance Note Lender ”:  as defined in subsection 2.5(f)(i).

“ Acquisition ”:  the acquisition by the Investors of approximately 80.0% of the capital stock of the Company from GMAC Mortgage Group, Inc. pursuant to the terms of the Purchase Agreement concurrently with the initial extension of credit hereunder.

“ Additional Lender ”:  as defined in subsection 2.1(b)(ii).

“ Additional Lender Supplement ”:  as defined in subsection 2.1(b)(ii).

“ Administrative Schedule ”:  Schedule IV to this Agreement, as amended from time to time in accordance with the provisions hereof.

“ Affiliate ”:  as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agent ”:  as defined in the preamble hereto.  To the extent that the Agent has appointed a Sub-Agent to perform its obligations under this Agreement in respect of any Facility, each reference to “the Agent” contained in this Agreement with respect to such Facility shall be deemed to be a reference to such Sub-Agent to the extent applicable.

“ Agreement ”:  this Agreement, as amended, supplemented or otherwise modified from time to time.

“ Applicable Borrowing Minimum ”:  (a) in respect of Revolving Credit Loans denominated in Dollars, $5,000,000 and (b) in respect of Loans in any Available Foreign Currency, the amount set forth as the “Applicable Borrowing Minimum” for such Currency on the Administrative Schedule.

“ Applicable Borrowing Multiple ”:  (a) in respect of Revolving Credit Loans denominated in Dollars, $1,000,000 and (b) in respect of Loans denominated in any Available Foreign Currency, the amount set forth as the “Applicable Borrowing Multiple” for such Currency on the Administrative Schedule.

“ Applicable Irish Swing Line Rate ”: (i) in the case of Irish Swing Line Loans that are made to Irish Revolving Credit Borrowers that are US Borrowers and that are denominated in Dollars, the Federal Funds Rate (as determined by the Agent from time to time) or (ii) in the case of Irish Swing Line Loans that are made (A) to Irish Revolving Credit Borrowers that are US Borrowers and that are denominated in Euros or Pounds Sterling or (B) to Irish Revolving Credit Borrowers that are not US Borrowers, the Eurocurrency Reference Rate with respect to Dollars, Euros or Pounds Sterling, as applicable; plus, in each case, the Applicable Margin then in effect for Eurocurrency Loans.

“ Applicable Margin ”:  as defined in subsection 2.14(h).

“ Applicable Revolving Credit Commitment ”:  as to any Lender, such Lender’s Canadian Revolving Credit Commitment, Irish Revolving Credit Commitment, US Revolving Credit Commitment or Japanese Revolving Credit Commitment, as the context requires.

“ Applicant Borrower ”:  as defined in subsection 2.8(b).

“ Approved Fund ”:  as defined in subsection 10.7(b)(ii).

“ ARB 51 ”:  Accounting Research Bulletin No. 51, as amended.

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“ Arrangers ”:  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, in their capacity as joint lead arrangers and joint bookrunners under this Agreement.

“ Assignee ”:  as defined in subsection 10.7(b)(i).

“ Attributed Capitalization ”:  as of any date of determination, (a) with respect to any Specified Subsidiary, the aggregate consolidated value of the assets of such Specified Subsidiary, and (b) with respect to any Specified Asset Category, the aggregate consolidated value of the assets in such Specified Asset Category, in each case with “consolidated value” being determined in a manner consistent with the consolidated value of assets reflected on the Company’s financial statements delivered pursuant to subsection 5.1.

“ Attributed Equity ”:  Attributed Capitalization minus Attributed Indebtedness.

“ Attributed Indebtedness ”:  as of any date of determination, with respect to any Specified Subsidiary or Specified Asset Category, an amount equal to the amount of the Attributed Capitalization of such Specified Subsidiary or Specified Asset Category, respectively, in each case multiplied by the Indebtedness Factor with respect to such Specified Subsidiary or Specified Asset Category.

“Availability Reduction Amount”: as of the date of any determination, the amount by which the aggregate amount of Indebtedness secured in accordance with the provisions of Section 6.3(g) and (without duplication) the Indebtedness incurred pursuant to Section 6.4(h) exceeds 20% and 30%, respectively, of the difference of consolidated shareholders’ equity of the Company and its Subsidiaries minus Attributed Equity.  With respect to any Revolving Credit Facility, “Availability Reduction Amount” shall mean the portion of the aggregate Availability Reduction Amount attributable to such Revolving Credit Facility (on a pro rata basis based on the aggregate Commitments under all Revolving Credit Facilities (excluding any Incremental Commitments)).

“ Available Foreign Currencies ”:  Euro, Pounds Sterling, Yen and, in the case of the Canadian Revolving Credit Facility, Canadian Dollars.

“ Available Letter of Credit Amount ”:  at any time, the maximum amount available to be drawn under a Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“ Available Revolving Credit Commitment ”:  as to any Revolving Credit Lender under any Revolving Credit Facility at any time, the excess, if any, of such Lender’s Applicable Revolving Credit Commitment over such Lender’s Revolving Credit Usage in respect of the applicable Revolving Credit Facility.

“ BA Discount Proceeds ”:  proceeds in respect of any Bankers’ Acceptance to be purchased by a Lender on any day under subsection 2.5 in an amount (rounded to the nearest whole Canadian cent, and with one-half of one Canadian cent being rounded up) calculated on such day by dividing:

(a)            the Face Amount of such Bankers’ Acceptance; by

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(b)            the sum of one plus the product of:

(i)             the BA Discount Rate (expressed as a decimal) applicable to such Bankers’ Acceptance; and

(ii)            a fraction, the numerator of which is the number of days in the term of such Bankers’ Acceptance commencing on the date of acceptance of the Bankers’ Acceptance and ending on, but excluding, its BA Maturity Date, and the denominator of which is 365;

with such product being rounded up or down to the fifth decimal place and .000005 being rounded up.

“ BA Discount Rate ”:  in respect of a Bankers’ Acceptance, the rate determined by the Agent on any date as the average of the per annum discount rates for Canadian Dollar bankers’ acceptances having a comparable term and Face Amount appearing on the Reuters Screen CDOR Page (or such other page as is a replacement page therefor) at 10:00 A.M. (Toronto time) on the date of the acceptance of such Bankers’ Acceptance to be accepted by a Canadian Revolving Credit Lender that is a Schedule I Bank or if such date is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Agent after 10:00 A.M. (Toronto time) to reflect any error in any posted rate or in the posted average annual rate (the “ CDOR Rate ”), and in the case of Bankers’ Acceptances to be accepted by a Canadian Revolving Credit Lender that is a Schedule II Bank or a Schedule III Bank, the lesser of (a) the  bid rate quoted by such Lender for its own bankers’ acceptances of a comparable term and Face Amount with effect as at or about 10:00 A.M. (Toronto time) on the applicable date of determination and (b) the CDOR Rate  plus 10 bps.  If per annum discount rates for Canadian Dollar bankers’ acceptances do not appear on the Reuters Screen CDOR Page at such time, the CDOR Rate shall be determined by the Agent at or about 10:00 A.M. (Toronto time) on the date of acceptance of such Bankers’ Acceptance as the average of the discount rates quoted by such Schedule I Banks as the Agent considers reasonable at which such Schedule I Banks would, in accordance with their normal practice, purchase on such date their own bankers’ acceptances with a term and Face Amount comparable to the terms and Face Amount of the Bankers’ Acceptances to be issued.

                “ BA Maturity Date ”:  with respect to any Bankers’ Acceptance, the date that is 30, 60, 90 or 180 days, as the applicable Canadian Revolving Credit Borrower may elect in the applicable notice of Canadian Revolving Credit Borrowing, after the date of issuance of such Bankers’ Acceptance specified in such notice of Canadian Revolving Credit Borrowing; provided that:

                (a)            any BA Maturity Date that would otherwise fall on a day which is not a Business Day shall be extended to the next succeeding Business Day, and

                (b)            no BA Maturity Date with respect to a Bankers’ Acceptance purchased or accepted by any Canadian Revolving Credit Lender may fall after the Termination Date of such Canadian Revolving Credit Lender.

“ Bankers’ Acceptance ” or “ BA ”:  a non-interest bearing bill of exchange (within the meaning of the Bills of Exchange Act (Canada)) or a depository bill (within the meaning of the Depository Bills and Notes Act (Canada)), as applicable, drawn by the applicable Designated Borrower which is a Canadian Revolving Credit Borrower and accepted by a Canadian Revolving Credit Lender at a Canadian Revolving Credit Borrower’s request as a Borrowing hereunder, in such form as the Agent may from time to time require.

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“ Banking and Market Destined Assets ”:  all assets that either (a) fall within any Specified Asset Category or (b) are owned by any Specified Subsidiary.

“ Bankruptcy Remote Special Purpose Entity ”:  a Person that satisfies each of the following criteria:  (i) such Person is an entity that is consolidated for accounting purposes with the Company and designed to make remote the possibility that it would enter into bankruptcy or other receivership; (ii) all or substantially all of such Person’s assets consist of Receivables or securities backed by Receivables plus any rights or other assets (including cash reserves) designed to assure the servicing or timely distribution of proceeds to the holders of its obligations; and (iii) Receivables or securities backed by Receivables owned by such Person satisfy the legal isolation criteria set forth in paragraph 9(a) of FAS 140 (in relation to the Company and any Subsidiary that is not a Bankruptcy Remote Special Purpose Entity).

“ Base Rate ”:  a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a)  the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate; and

(b)  1/2 of one percent per annum above the Federal Funds Rate;

provided that, in the case of Base Rate Loans made to a Canadian Revolving Credit Borrower that is domiciled in Canada, “Base Rate” shall mean a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of, (a) the rate of interest established by Citibank from time to time and in effect as its base rate at its principal office in Toronto, Ontario for determining interest rates on U.S. Dollar-denominated commercial loans made by it in Canada and (b) 1/2 of one percent per annum above the Federal Funds Rate.

“ Base Rate Loans ”:  Revolving Credit Loans or Term Loans (in each case, denominated in Dollars) bearing interest at a rate determined by reference to the Base Rate.

“ Benefitted Lender ”:  as defined in subsection 10.8.

“ Board of Directors ”:  as to the Company, its Board of Directors or any committee thereof.

“ Borrowers ”:  as defined in the preamble hereto.

“ Borrowing ”:  a Revolving Credit Borrowing, a Term Borrowing, a Swing Line Borrowing, an Irish Swing Line Borrowing or a Yen Swing Line Borrowing.

“ Bridge Facility ”:  the $5,250,000,000 Bridge Loan Agreement dated as of March 23, 2006 among the Company, Citicorp North America, Inc., as Bridge Agent, and the Bridge Lenders referred to therein, as amended to the extent permitted under the Loan Documents.

“ BTMU ”: The Bank of Tokyo-Mitsubishi UFJ, Ltd.

“ Business Day ”:  (a) when such term is used in respect of any amounts denominated or to be denominated in (i) any Available Foreign Currency, a London Banking Day which is also a day other than a Saturday or Sunday and on which banks are open for general banking business in (w) the city which is the principal financial center of the country of issuance of such Available

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Foreign Currency, (x) in the case of Canadian Dollars only, Toronto, Canada, (y) in the case of Euros only, London, England and (z) New York City and (ii) Dollars, (x) in the case of a Eurocurrency Loan, any fundings, disbursements, payments and settlements in respect of any such Eurocurrency Loan, or any other dealings to be carried out pursuant to any Loan Document in respect of any such Eurocurrency Loan, a London Banking Day which is also a day other than a Saturday or Sunday and on which banks are open for general banking business in New York City, and (y) in the case of a Base Rate Loan, any fundings, disbursements, payments and settlements in respect of any such Base Rate Loan, or any other dealings to be carried out pursuant to any Loan Document in respect of any such Base Rate Loan, a day other than a Saturday or Sunday and on which banks are open for general banking business in New York City (and, if such Base Rate Loan is made to a Canadian Revolving Credit Borrower that is domiciled in Canada, Toronto, Canada) and (b) when such term is used for the purpose of determining the date on which the Eurocurrency Rate is determined under this Agreement for any Loan denominated in Euros for any Interest Period therefor and for purposes of determining the first and last day of any Interest Period, references in this Agreement to Business Days shall be deemed to be references to Target Operating Days.

“ Canadian Dollars ”:  the lawful money of Canada.

“ Canadian Prime Rate ”:  for any day, a rate per annum equal to the higher of (a) the rate of interest per annum established by Citibank Canada as the reference rate of interest then in effect for determining interest rates on commercial loans denominated in Canadian Dollars made by it in Canada and (b) the sum of ½ of 1% plus the one-month CDOR Rate for such day.

“ Canadian Prime Rate Loan ”:  a Revolving Credit Loan available to a Canadian Revolving Credit Borrower, denominated in Canadian Dollars and bearing interest based on the Canadian Prime Rate as further set forth in subsection 2.14(b).

“ Canadian Revolving Credit Borrower ”: (a) in the case of Eurocurrency Loans and Base Rate Loans under the Canadian Revolving Credit Facility, each US Borrower and each Designated Borrower listed on Part A of Schedule 2.8 and each Subsidiary of the Company organized under the laws of Canada or a jurisdiction thereof that becomes a Designated Borrower under the Canadian Revolving Credit Facility pursuant to subsection 2.8 after the Closing Date and (b) in the case of Canadian Prime Rate Loans and Bankers’ Acceptances, each Designated Borrower listed on Part A of Schedule 2.8 and each Subsidiary of the Company organized under the laws of Canada or a jurisdiction thereof that becomes a Designated Borrower under the Canadian Revolving Credit Facility pursuant to subsection 2.8 after the Closing Date.

“ Canadian Revolving Credit Borrowing ”:  a group of Canadian Revolving Credit Loans of a single Type and in the same Currency made by the Canadian Revolving Credit Lenders, as the case may be, on a single date and, if applicable, as to which a single Interest Period is in effect.

“ Canadian Revolving Credit Commitment ”:  as to any Canadian Revolving Credit Lender at any time, the obligation of such Lender to make Canadian Revolving Credit Loans in an aggregate amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I under the caption “Canadian Revolving Credit Commitment”, as such amount may be increased or reduced from time to time in accordance with the provisions of this Agreement ; provided that, except with respect to any Incremental Commitments of Increasing Lenders under the Canadian Revolving Credit Facility, the Canadian Revolving

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Credit Commitments at any time shall be reduced pro rata by the Availability Reduction Amount attributable to the Canadian Revolving Credit Facility at such time .

“ Canadian Revolving Credit Commitment Percentage ”:  as to any Canadian Revolving Credit Lender at any time, the percentage which such Lender’s Canadian Revolving Credit Commitment then constitutes of the aggregate Canadian Revolving Credit Commitments (or, at any time after the Canadian Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Canadian Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Canadian Revolving Credit Loans then outstanding).

“ Canadian Revolving Credit Facility ”:  in an initial amount of $400,000,000 or, at any time, the aggregate amount of the Canadian Revolving Credit Lenders’ Canadian Revolving Credit Commitments at such time.

“ Canadian Revolving Credit Lender ”:  a Lender that has a Canadian Revolving Credit Commitment (with respect to which such Lender (or its designated Affiliate for purposes of making Loans in Canadian Dollars to Canadian Revolving Credit Borrowers domiciled in Canada) is a Schedule I Bank, a Schedule II Bank, a Schedule III Bank or a Person otherwise established under the laws of Canada or any province or territory thereof that is authorized to carry on business in Canada pursuant to Part XII of the Bank Act (Canada)) or an “authorized foreign bank” as defined in section 2 of the Bank Act (Canada).

“ Canadian Revolving Credit Loan ”:  a revolving credit loan under the Canadian Revolving Credit Facility or the purchase of a Bankers’ Acceptance under the Canadian Revolving Credit Facility and made by a Canadian Revolving Credit Lender for the account of a Canadian Revolving Credit Borrower as part of a Canadian Revolving Credit Borrowing.

“ Canadian Sub-Agent ”:  has the meaning specified in subsection 2.5(b)(i).

                “Cash Equivalents”:

(1)            securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof and having maturities of not more than 12 months after the date of acquisition;

(2)            time deposits or certificates of deposit of any bank of recognized standing having capital and surplus in excess of $100 million or whose commercial paper rating is at least A-1 by S&P or P-1 by Moody’s and having maturities of not more than 12 months after the date of acquisition;

(3)            commercial paper rated at least A-1 by S&P or P-1 by Moody’s and having maturities of not more than 12 months after the date of acquisition;

(4)            direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States (including any agency or instrumentality thereof) the long-term debt of which is rated A-3 or higher by Moody’s or A- or higher by S&P (or rated the equivalent by at least one nationally recognized statistical rating organization) and having maturities of not more than 12 months after the date of acquisition; and

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(5)            in the case of any foreign Subsidiary of the Company, investments (A) in direct obligations of the sovereign nation (or any agency or instrumentality thereof) in which such Subsidiary is organized or is conducting a substantial amount of business or in obligations fully and unconditionally guaranteed by such sovereign nation (or agency or instrumentality) or (B) of the type and maturity described in clause (1) through (4) above of foreign obligors, which investments or obligors (or their parents) have ratings equivalent to those described above (which may be equivalent ratings from foreign rating agencies).

“ CCAA ”:  the Companies’ Creditors Arrangement Act (Canada).

“ CDOR Rate ”:  has the meaning specified in the definition of “BA Discount Rate” contained in this subsection 1.1.

“ Change of Control ”:  (a) prior to the consummation of a Qualifying IPO, the Equity Investors shall cease to own, collectively, at least 35% of the Voting Stock of the Company or (b) any Person or two or more Persons acting in concert other than the Investors shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Company (or other securities convertible into such Voting Stock) representing more than 50% of the combined voting power of all Voting Stock of the Company or (c) prior to the consummation of a Qualifying IPO, General Motors Corporation or any of its Affiliates shall hold Voting Stock of the Company (or other securities convertible into such Voting Stock) representing more than the combined voting power of all Voting Stock of the Company held by the Equity Investors.

“ Citibank ”:  Citibank, N.A.

“ CLO ”:  as defined in subsection 10.7(b)(ii).

“ Closing Date ”:  the date on which each of the conditions precedent set forth in subsection 4.1 shall have been satisfied.

“ Closing Date Material Adverse Effect ”:  a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, excluding the effects of changes to the extent caused by or resulting from (a) changes in business or economic conditions generally or the financial services industries in which General Motors Acceptance Corporation, GMAC Mortgage Group, Inc., General Motors Corporation or the Company and its Subsidiaries operate, in each case which do not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole (relative to other comparable industry participants), (b) any outbreak of major armed hostilities in which the United States is engaged or the occurrence of any terrorist attack upon the United States or any part thereof, (c) changes  in securities markets generally (including any disruption thereof and any decline in the price of any security or any market index), (d) changes after the date of this Agreement in GAAP or (e) the performance of any obligations under the Transaction Documents (as defined in the Purchase Agreement).

“ Code ”:  the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ”:  a Revolving Credit Commitment, a Term Commitment, a Letter of Credit Commitment, a Swing Line Commitment, an Irish Swing Line Commitment or a Yen Swing Line Commitment, as applicable.

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“ Commitment Increase Supplement ”:  as defined in subsection 2.1(b)(ii).

“ Commitment Period ”:  the period from and including the date hereof to but not including the Termination Date or such earlier date on which the Commitments shall terminate as provided herein.

“ Company ”:  as defined in the preamble hereto.

“ Conduit Lender ”:  any special purpose funding vehicle that (i) is organized under the laws of the United States or any state thereof and (ii) is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business.

“ Contractual Obligation ”:  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Currencies ”:  the collective reference to Dollars and the Available Foreign Currencies.

“ Default ”:  any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“ Designated Account ”: each deposit account specified in subsection 2.7 or such other deposit account as may be designated as a “Designated Account” from time to time in accordance with subsection 2.7, in each case in respect of which a Yen Overdraft Swing Line Lender has a Yen Overdraft Swing Line Commitment.

“ Designated Borrower ”:  as defined in the preamble hereto.

“ Designated Borrower Notice ”: as defined in subsection 2.8(b).

“ Designated Borrower Request and Assumption Agreement ”: as defined in subsection 2.8(b).

“ Designated Lenders ”:  as defined in subsection 10.9(c).

“ Documentation Agent ”:  as defined in the preamble hereto.

“ Dollars ” and “ $ ”:  the lawful currency of the United States of America.

“ Environmental Law ”:  any Federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of hazardous materials.

“ Environmental Permit ”:  any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Investors ”:  Affiliates of Kohlberg Kravis Roberts & Co. L.P., The Goldman Sachs Group, Inc., Dune Capital Management, L.P. and Five Mile Capital Partners LLC.

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“ Equivalent ”:  in determining any amount (a) in Dollars of any amount in any Available Foreign Currency or other foreign currency on any date means such amount in such Available Foreign Currency or other foreign currency multiplied by (x) in the case of any foreign currency other than Yen borrowed in Japan, the quoted spot rate at which the Agent’s principal office in London offers to exchange Dollars for such Available Foreign Currency or other foreign currency in London prior to 11:00 A.M. (London time) on such date or (y) in the case of Yen borrowed in Japan, the quoted spot rate at Citibank N.A. Tokyo prior to 10:00 A.M. (Tokyo) time on such date and (b) in any Available Foreign Currency or other foreign currency of any amount in Dollars on any date means such amount in Dollars multiplied by (x) in the case of any foreign currency other than Yen borrowed in Japan, the quoted spot rate at which the Agent’s principal office in London offers to exchange such Available Foreign Currency or other foreign currency for Dollars in London prior to 11:00 A.M. (London time) on such date or (y) in the case of Yen borrowed in Japan, by the quoted spot rate at Citibank N.A. Tokyo prior to 10:00 A.M. (Tokyo) time on such date.

“ ERISA ”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ”:  any Person that for purposes of Title IV of ERISA is a member of the Borrowers’ controlled group, or under common control with the Borrowers, within the meaning of Section 414(b) or (c) of the Code.

“ ERISA Event ”:  (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the withdrawal by the Company or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (e)  the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (f) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA.

“ EURIBO Rate ”:  for any Interest Period, the rate appearing on Page 248 of the Moneyline Telerate Service (or on any successor or substitute page of such Service or of any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euros by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euros) at approximately 10:00 A.M., London time, two Business Days prior to the commencement of such Interest Period, as the rate for deposits in Euros with a maturity comparable to such Interest Period or, if for any reason such rate is not available, the average of the respective rates per annum at which deposits in Euros are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount

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substantially equal, in the case of a Revolving Credit Borrowing, to such Reference Bank’s Eurocurrency Rate Loans comprising part of such Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period.

“ Eurocurrency Borrowing ”:  a Borrowing comprised of Eurocurrency Loans.

“ Eurocurrency Loan ”:  any Eurocurrency Revolving Credit Loan or Eurocurrency Term Loan.

“ Eurocurrency Rate ”:  with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, (a) in the case of any Eurocurrency Loans denominated in Dollars or any Available Foreign Currency (other than Euros), the rate of interest determined on the basis of the rate for deposits in Dollars or such Available Foreign Currency, respectively, for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period or (b) in the case of any Eurocurrency Loans denominated in Euros, the EURIBO Rate.  In the event that such rate does not appear on Page 3750 of the Telerate Service (or otherwise on such service), the “ Eurocurrency Rate ” shall be determined by reference to such other publicly available service for displaying eurocurrency rates as may be agreed upon by the Agent and the Company or, in the absence of such agreement, the “ Eurocurrency Rate ” shall instead be the rate per annum equal to the average of the respective rates notified to the Agent by each of the Reference Lenders as the rate at which such Reference Lender is offered deposits in the applicable Currency at or about 10:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurocurrency market where the eurodollar and foreign currency and exchange operations in respect of its Eurocurrency Loans are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of its Eurocurrency Loan to be outstanding during such Interest Period.

“ Eurocurrency Reference Rate ” means, for any day, (i) in the case of Irish Swing Line Loans denominated in Euros, the rate per annum which is the average of the rates quoted at approximately 11:00 A.M., London time, to leading banks in the European interbank market by the Reference Lenders for the offering of overnight deposits in Euros, (ii) in the case of Irish Swing Line Loans denominated in Pounds Sterling, the London interbank offered rate (as reflected on the applicable Telerate Screen) for overnight deposits of Pounds Sterling on such day and (iii) in the case of Irish Swing Line Loans denominated in Dollars, the London interbank offered rate (as reflected on the applicable Telerate Screen) for overnight deposits of Dollars on such day; in each case for an amount comparable to the amount of such Irish Swing Line Loan to be outstanding.  In the event that the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable overnight rates described in clauses (i)-(iii) above, then, upon notice by the Agent to the applicable Borrower and the applicable Lenders, and until the Agent notifies the applicable Borrower and the applicable Lenders that the circumstances giving rise to such determination no longer exist, the Eurocurrency Reference Rate shall be the rate per annum which is the average of the rates quoted at approximately 11:00 A.M., London time, to leading banks in the European interbank market by the applicable Swing Line Lenders for the offering of overnight deposits in Dollars, Pounds Sterling or Euros, as applicable, for an amount comparable to the amount of such Swing Line Loan to be outstanding.

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“ Eurocurrency Reserve Rate ”:  with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day in accordance with the following formula: