0001104659-09-036665 Sample Contracts

TERM FACILITY CREDIT AND GUARANTY AGREEMENT Dated as of May 29, 2009 Among CAPMARK FINANCIAL GROUP INC., as Borrower and THE GUARANTORS PARTY HERETO, and CITICORP NORTH AMERICA, INC., as Administrative Agent and CITIBANK, N.A., as Collateral Agent and...
Term Facility Credit and Guaranty Agreement • June 4th, 2009 • Capmark Financial Group Inc. • Finance services • New York

TERM FACILITY CREDIT AND GUARANTY AGREEMENT (this “Agreement”) dated as of May 29, 2009 among CAPMARK FINANCIAL GROUP INC., a Nevada corporation (the “Borrower”), and each of the direct and indirect subsidiaries of the Borrower signatory hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 9.07, the “Lenders”), CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lenders and the other Secured Parties (each as hereinafter defined), CITIBANK, N.A. (“Citibank”), as collateral agent (or any successor appointed pursuant to Article V

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AMENDMENT NO. 3 AND WAIVER TO THE CREDIT AGREEMENT Dated as of May 29, 2009
Credit Agreement • June 4th, 2009 • Capmark Financial Group Inc. • Finance services • New York

AMENDMENT NO. 3 AND WAIVER TO THE CREDIT AGREEMENT (this “Amendment”) among Capmark Financial Group Inc., a Nevada corporation (the “Company”), the subsidiary borrowers party thereto (together with the Company, the “Borrowers”), the financial institutions and other institutional lenders party hereto, and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders.

SECURITY AGREEMENT
Security Agreement • June 4th, 2009 • Capmark Financial Group Inc. • Finance services • New York

SECURITY AGREEMENT, dated May 29, 2009 made by CAPMARK FINANCIAL GROUP INC., a Nevada corporation (the “Borrower”), and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to CITIBANK, N.A., as collateral agent (together with any successor collateral agent appointed pursuant to Article VII of the Credit Agreement (as defined below), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

AMENDMENT NO. 9 AND WAIVER TO THE BRIDGE LOAN AGREEMENT Dated as of May 29, 2009
Bridge Loan Agreement • June 4th, 2009 • Capmark Financial Group Inc. • Finance services • New York

AMENDMENT NO. 9 AND WAIVER 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. (“CNAI”), as administrative agent (the “Agent”) for the Lenders.

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