WAIVER NO. 2 TO THE CREDIT AGREEMENT Dated as of May 8, 2009

Exhibit 10.2

EXECUTION COPY

WAIVER NO. 2 TO THE CREDIT AGREEMENT

Dated as of May 8, 2009

WAIVER NO. 2 TO THE CREDIT AGREEMENT (this “Waiver”) 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 that certain Credit Agreement, dated as of March 23, 2006, as amended by Amendment No. 1 to the Credit Agreement, dated as of April 17, 2007, Amendment No. 2 to the Credit Agreement, dated as of June 30, 2008 and Waiver to the Credit Agrement dated as of April 20, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms not otherwise defined in this Waiver have the same meanings as specified in the Credit Agreement.

(2)           The Borrowers have requested that the Lenders agree to waive certain provisions of the Credit Agreement as set forth herein.

(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 waiving any provisions to the Credit Agreement

(4)           The Majority Lenders have agreed, subject to the terms and conditions stated below, to waive the Credit Agreement as set forth herein.

SECTION 1.           WAIVER TO CREDIT AGREEMENT

(a)           Subject to the satisfaction of the conditions precedent set forth in Section 2, 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 Event of Default arising directly from the Company’s failure to maintain, pursuant to Section 6.1 of the Credit Agreement, the Total Consolidated Indebtedness at the last day of each of the fiscal quarters ended December 31, 2008 and March 31, 2009 to Total Capitalization at such dates at a ratio not greater than 0.87 to 1.0, in each case without giving effect to ARB51, FIN 46(R) or FAS 66 in each case in relation to the Company’s affordable tax credit syndication business (the “Financial Covenant Non-Compliance Event of Default”).

(b)           Until the Waiver Termination Date, the Majority Lenders hereby agree to forbear (and instruct the Agent to forbear) from exercising any right or remedy under the Credit Agreement as a result of the occurrence and continuance of the Event of Default arising from the Financial Covenant Non-Compliance Event of Default.

(c)           On the Waiver Termination Date, without any further action by the Agent and the Majority Lenders, all of the terms and provisions set forth in the Credit Agreement with respect to any Event of Default thereunder that is waived hereunder and not cured prior to the Waiver Termination Date shall have the same force and effect as if this Waiver had not been entered into by the parties hereto, and

the Agent and the Majority Lenders shall have all of the rights and remedies afforded to them under the Credit Agreement with respect to any such Event of Default as though no waiver had been granted by them hereunder.  Notwithstanding anything contained herein to the contrary, the foregoing waivers are not intended and shall not be deemed or construed to constitute a waiver of any Default or any other Event of Default that hereafter may occur under Credit Agreement or to establish a custom or course of dealing among the Borrowers, the other Loan Parties, the Agent, the Majority Lenders or any of them.  Except as specifically set forth herein, the Agent and the Majority Lenders hereby expressly reserve all of their rights and remedies under the Credit Agreement, the other Loan Agreements and applicable law.

(d)           The Borrowers hereby agree to negotiate in good faith with the Agent and Lenders to finalize by no later than May 21, 2009 the amendments to the Credit Agreement and to the Bridge Facility and the definitive documentation for the “Facility” described in the commitment letters dated on or about May 6, 2009 (together with the Term Sheet referred to therein, the “Commitment Letters”) entered into by certain Lenders and certain lenders under the Bridge Facility, in each case on substantially the terms and conditions set forth in the Commitment Letters.

SECTION 2.           CONDITIONS OF EFFECTIVENESS

This Waiver 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 Waiver 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 Waiver;

(b)           the Agent shall have received a certificate of the Secretary or Assistant Secretary of the Company, in form and substance satisfactory to the Agent, which certificate shall (i) certify as to the incumbency and signature of the officers of the Company executing this Waiver (with the President, a Vice President, the Secretary or Assistant Secretary of the Company attesting to the incumbency and signature of the Secretary or Assistant Secretary providing such certificate), (ii) have attached to it a true and correct copy of the resolutions of the Board of Directors of the Company, which resolutions shall authorize the execution, delivery and performance of this Waiver, and (iii) certify that, as of the date of such certificate (which shall not be earlier than the date hereof), none of such resolutions shall have been amended, supplemented, modified, revoked or rescinded;

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

(d)           the Agent shall have received satisfactory evidence that Amendment No. 7 and Waiver to the Bridge Facility dated as of the date hereof shall have become effective;

(e)           the Agent shall have received satisfactory evidence that the board of directors of the Company shall have approved the Transactions (as defined in the Commitment Letters) on substantially the terms set forth in the Commitment Letters; and

(f)            all other 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.

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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 Waiver, 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.

SECTION 4.           AFFIRMATION OF THE COMPANY AND THE BORROWERS

The Company and each Borrower hereby consents to the waiver to the Credit Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Waiver, 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 Waiver, 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 modified by this Waiver.

(b)           The Credit Agreement, the Notes and each of the other Loan Documents, as specifically modified by this Waiver, 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 Waiver 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 Waiver 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 Waiver 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 Waiver by telecopier or in “pdf” or similar format by electronic mail shall be effective as delivery of a manually executed counterpart of this Waiver.

SECTION 8.           GOVERNING LAW

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

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[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Waiver 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/ Xxxxxxx X. XxXxxxx
		Name:	Xxxxxxx X. XxXxxxx
		Title:	Chief Financial Officer, Executive Vice President

	CAPMARK CANADA LIMITED, as a Borrower
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Executive Vice President
	CAPMARK BANK EUROPE, PUBLIC COMPANY, as a Borrower
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Secretary
	CAPMARK EI IRELAND LIMITED, as a Borrower
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Secretary
	CAPMARK IRELAND LIMITED, as a Borrower
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Secretary

	CAPMARK AB NO. 2 LIMITED, as a Borrower
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Secretary

	CAPMARK FINANCE INC., as a Borrower
	By:	/s/ Xxxxxxx X. XxXxxxx
		Name:	Xxxxxxx X. XxXxxxx
		Title:	Executive Vice President And Chief Financial Officer

	SJM CAP, LLC, as a Borrower
	By:	/s/ Xxxxxxx X. XxXxxxx
		Name:	Xxxxxxx X. XxXxxxx
		Title:	President

	CAPMARK BANK, as a Borrower
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	President

	CAPMARK FUNDING JAPAN, K.K., as a Borrower
	By:	/s/ Xxxxx Xxxx Xxxxxxx
		Name:	Xxxxx Xxxx Xxxxxxx
		Title:	Representative Director

	CAPMARK JAPAN, K.K., as a Borrower
	By:	/s/ Xxxxxxxxxx Xxxxxxx
		Name:	Xxxxxxxxxx Xxxxxxx
		Title:	Representative Director

CITIBANK, N.A., as Administrative Agent
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Director

	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Majority Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Vice President and Manager

	GoldenTree Master Fund II, Ltd GoldenTree Master Fund, Ltd GoldenTree MultiStrategy Financing, Limited GoldenTree MultiStrategy Subsidiary, LLC GPC LVIII, LLC GoldenTree Asset Management Lux Sarl As a Lender(s) By: GoldenTree Asset Management, LP The Investment Advisor
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Director, Bank Debt

	Wachovia Bank, N.A., as a Majority Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxxx
		Title:	Assistant Vice President

	Scotiabanc Inc., as a Majority Lender
	By:	/s/ X.X. Xxxx
		Name:	X.X. Xxxx
		Title:	Managing Director

	Credit Suisse, Cayman Islands Branch, as a Majority Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Managing Director

	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Director

	JPMorgan Chase Bank, N.A., as a Majority Lender
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Executive Director

	Fifth Third Bank, as a Majority Lender
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Name:	Xxxxxxxx X. Xxxxxxx
		Title:	Vice President

	Citibank, N.A., as a Majority Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director

	The Toronto-Dominion Bank, as a Majority Lender
	By:	/s/ Xxx Xxxxxx
		Name:	Xxx Xxxxxx
		Title:	Authorized Signatory

	Toronto Dominion (Texas) LLC
	By:	/s/ Xxx Xxxxxx
		Name:	Xxx Xxxxxx
		Title:	Authorized Signatory

	Xxxxxx Brothers Holdings, Inc., as a Majority Lender
	By:	/s/ Xxxx XxXxxxxx
		Name:	Xxxx XxXxxxxx
		Title:	Authorized Signatory

	Sumitomo Mitsui Banking Corporation, as a Majority Lender
	By:	/s/ Xxxxxxxxx Xxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxx
		Title:	General Manager

	The Royal Bank of Scotland plc, as a Majority Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Senior Vice President

	Societe Generale, as a Majority Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	CITIC Ka Wah Bank, Ltd. New York Branch, as a Majority Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	FVP

	Mega International Commercial Bank Silicon Valley Branch, as a Majority Lender
	By:	/s/ Xxxxx Xxx Wei
		Name:	Xxxxx Xxx Wei
		Title:	SVP & General Manager

	Royal Bank of Canada, as a Majority Lender
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Attorney-in-Fact

	The Bank of Nova Scotia, as a Majority Lender
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Director

	Xxxxxx Xxxxxxx Senior Funding Inc., as a Majority Lender
	By:	/s/ X. Xxx
		Name:	X. Xxx
		Title:	Vice President

	Credit Suisse Loan Funding LLC, as a Majority Lender
	By:	/s/ Xxx Xxxxxx
		Name:	Xxx Xxxxxx
		Title:	Authorized Signatory
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Authorized Signatory

	CCP Credit Acquisition Holdings, LLC, as a Majority Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Sr. Managing Director

	Bank of America N.A., as a Majority Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Vice President

	Knighthead Master Fund, LP By: Knighthead Capital Management, LLC Its Investment Manager as a Majority Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:

	Contrarian Funds, LLC, as a Majority Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	CFO/Member

	Xxxxxxx Sachs Mortgage Company, as a Majority Lender
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Vice President

	Xxxxxxx Xxxxx Canada Credit Partners Co., as a Majority Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Authorized Signatory

	Xxxxxxx Sachs Lending Partners LLC, as a Majority Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Authorized Signatory

	Xxxxxxx Xxxxx Credit Partners L.P., as a Majority Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Authorized Signatory

	Deutsche Bank AG, New York, as a Majority Lender
	By:	/s/ Emile Van den Bol
		Name:	Emile Van den Bol
		Title:	Managing Director
	By:	/s/ R. Xxxxx Xxxxx
		Name:	R. Xxxxx Xxxxx
		Title:	Director

	Xxxxxxx Xxxxx Bank USA, as a Majority Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Vice President

	National Bank of Egypt (UK) Ltd, as a Majority Lender
	By:	/s/ Xxxxxxxx Xxxx
		Name:	Xxxxxxxx Xxxx
		Title:	Senior Credit Manager
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Supervisor Loans Administration

	Silver Oak Capital, LLC, as a Majority Lender
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Authorized Signatory

	West LB AG, New York Branch, LLC, as a Majority Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Associate Director

	Shinsei Bank Limited, as a Majority Lender
	By:	/s/ Shinichirou Seto
		Name:	Shinichirou Seto
		Title:	Generale Manager

Annex A to

Waiver to the Credit Agreement

Form of Guarantor Consent

CONSENT

Reference is made to the Credit Agreement, dated as of March 23, 2006, as amended by Amendment No. 1 to the Credit Agreement, dated as of April 17, 2007,  Amendment No. 2 to the Credit Agreement, dated as of June 30, 2007, and Waiver to the Credit Agreement, dated as of April 20, 2009 among Capmark Financial Group Inc. (the “Company”), certain subsidiaries of the Company, the financial institutions and other institutional lenders party thereto, Citibank, N.A., as administrative agent for the Lenders and the other agents party thereto (such Credit Agreement, as so amended, the “Credit Agreement”).

Each of the undersigned confirms and agrees that notwithstanding the effectiveness of the foregoing Waiver No. 2 to the Credit Agreement dated as of May 8, 2009, each Loan Document to which such Person is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, in each case as amended by the Waiver to the Credit Agreement (in each case, as defined therein).

	COMMERCIAL EQUITY INVESTMENTS, INC., as a Guarantor
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Treasurer
	CAPMARK CAPITAL INC., as a Guarantor
	By:	/s/ Xxxxxxx X. XxXxxxx
		Name:	Xxxxxxx X. XxXxxxx
		Title:	President
	NET LEASE ACQUISITION LLC, as a Guarantor
	By:	/s/ Xxxxxxx X. XxXxxxx
		Name:	Xxxxxxx X. XxXxxxx
		Title:	President

	CAPMARK FINANCE INC., as a Guarantor
	By:	/s/ Xxxxxxx X. XxXxxxx
		Name:	Xxxxxxx X. XxXxxxx
		Title:	Chief Financial Officer, Executive Vice President
	CAPMARK INVESTMENTS LP, as a Guarantor
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	President
	MORTGAGE INVESTMENTS, LLC, as a Guarantor
	By:	/s/ Xxx X. Xxxxxx
		Name:	Xxx X. Xxxxxx
		Title:	President
	SJM CAP, LLC, as a Guarantor
	By:	/s/ Xxxxxxx X. XxXxxxx
		Name:	Xxxxxxx X. XxXxxxx
		Title:	President
	CRYSTAL BALL HOLDING OF BERMUDA LIMITED, as a Guarantor
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	President