Capmark Finance Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of May 10, 2007 Among CAPMARK FINANCIAL GROUP INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC. and GOLDMAN, SACHS & CO. Floating Rate Senior...
Registration Rights Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

This Agreement is entered into in connection with the Purchase Agreement, dated May 3, 2007 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Purchasers, which provides for, among other things, the sale by the Company to the Purchasers of $850,000,000 aggregate principal amount of the Company’s Floating Rate Senior Notes due 2010 (the “2010 Notes”), $1,200,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2012 (the “2012 Notes”) and $500,000,000 aggregate principal amount of the Company’s 6.300% Senior Notes due 2017 (the “2017 Notes” and, together with the 2010 Notes and the 2012 Notes, the “Notes”). The 2010 Notes, the 2012 Notes and the 2017 Notes are each to be issued under an indenture, each dated as of the date hereof (each such indenture, as amended or supplemented from time to time, an “Indenture,” and collectively, the “Indentures”), among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the

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FORM OF AMENDED AND RESTATED MANAGEMENT STOCKHOLDER’S AGREEMENT
Management Stockholder’s Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware

This Amended and Restated Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 2007 (the “Effective Date”) between Capmark Financial Group Inc., a Nevada corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

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CAPMARK FINANCIAL GROUP INC. as Issuer the GUARANTORS named herein 5.875% SENIOR NOTES DUE 2012
Indenture • September 20th, 2007 • Capmark Finance Inc. • New York

INDENTURE dated as of May 10, 2007 among Capmark Financial Group Inc., a Nevada corporation (the “Issuer”), the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

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5,250,000,000 BRIDGE LOAN AGREEMENT Among CAPMARK FINANCIAL GROUP INC., The Several Lenders from Time to Time Parties Hereto, CITICORP NORTH AMERICA, INC. as Administrative Agent, J.P. MORGAN SECURITIES INC., as Syndication Agent CREDIT SUISSE,...
Bridge Loan Agreement • September 20th, 2007 • Capmark Finance Inc. • New York
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TRUST GUARANTEE AGREEMENT CAPMARK TRUST Dated as of March 23, 2006
Trust Guarantee Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

This TRUST GUARANTEE AGREEMENT (the “Trust Guarantee”), dated as of March 23, 2006, is executed and delivered by GMAC Commercial Holding Corp., a Nevada corporation (the “Guarantor”), and Law Debenture Trust Company of New York, as trustee (the “Trust Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Securities (as defined herein) of Capmark Trust, a Delaware statutory trust (the “Trust”).

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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 Agreement • September 20th, 2007 • Capmark Finance Inc. • New York
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AMENDMENT NO. 1 TO THE CREDIT AGREEMENT Dated as of April 17, 2007
Credit Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

AMENDMENT NO. 1 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.

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TRANSITIONAL TRADEMARK LICENSE AGREEMENT
Transitional Trademark License Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

This Transitional Trademark License Agreement (this “Trademark Agreement”) is made and entered into as of this 23 day of March 2006, by and between General Motors Acceptance Corporation, a Delaware corporation (“Parent”), and GMAC Commercial Holding Corp., a Nevada corporation (the “Company”). Parent and Company are referred to herein, collectively, as the “Parties” and, individually, as a “Party.”

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FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware

THIS AGREEMENT, dated , 200 (the “Grant Date”) is made by and between Capmark Financial Group Inc., a Nevada corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the Master Signature Page to which the Agreement is attached, who is an employee of the Company or another Service Recipient, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORTGAGERAMP, LLC
Limited Liability Company Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORTGAGERAMP, LLC (this “Agreement”) is entered into by GMAC COMMERCIAL HOLDING CORP., a Nevada corporation, as the managing member (the “Managing Member”) and GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation (in its capacity as a member, “GMACCM,” and collectively with the Managing Member, the “Members”).

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NET LEASE ACQUISITION LLC
Limited Liability Company Operating Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware

This Third Amended and Restated Limited Liability Company Operating Agreement (together with the schedules attached hereto, this “Agreement”) of NET LEASE ACQUISITION LLC (the “Company”), is entered into by CAPMARK CAPITAL INC., a Colorado Corporation, as the sole member. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A.

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REGISTRATION RIGHTS AGREEMENT Dated as of March 23, 2006 by and among GMAC Commercial Holding Corp., Capmark Trust as Issuers and General Motors Acceptance Corporation as the Purchaser
Registration Rights Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

This Registration Rights Agreement (this “Agreement”) is dated as of March 23, 2006, by and among GMAC Commercial Holding Corp., a Nevada corporation (the “Company”), Capmark Trust, a Delaware statutory trust (the “Trust”) and General Motors Acceptance Corporation ( the “Purchaser”), who has agreed to purchase the Trust’s Floating Rate Trust Preferred Securities (the “Trust Preferred Securities”) pursuant to the Purchase Agreement dated as of March 23, 2006 by and among the Company, the Trust and the Purchaser (the “Purchase Agreement”).

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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among GENERAL MOTORS ACCEPTANCE CORPORATION, GMAC MORTGAGE GROUP, INC., GMAC COMMERCIAL HOLDING CORP., and GMACCH INVESTOR LLC
Stock Purchase Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement” or this “Amended and Restated Stock Purchase Agreement”), is made as of August 2, 2005, by and among General Motors Acceptance Corporation, a Delaware corporation (“Parent”), GMAC Mortgage Group, Inc., a Michigan corporation (“Seller”), GMAC Commercial Holding Corp., a Nevada corporation (the “Company”), and GMACCH Investor LLC, a Delaware limited liability company (“Investor”). Parent, Seller, the Company, and Investor are sometimes referred to herein as the “Parties” and individually as a “Party.”

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FORM OF SALE PARTICIPATION AGREEMENT
Sale Participation Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Capmark Financial Group Inc., a Nevada corporation (the “Company”), and you (the “Management Stockholder’s Agreement”) relating to: (i) the granting to you by the Company of an Option (as defined in the Stockholder’s Agreement) to purchase shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Management Stockholder’s Agreement). The undersigned, GMACCH Investor LLC (“Investor”), hereby agrees with you as follows, effective upon such grant of an Option and purchase of Common Stock:

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FORM OF INDEPENDENT DIRECTOR SALE PARTICIPATION AGREEMENT
Independent Director Sale Participation Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware

You have entered into an Independent Director Stockholder’s Agreement, dated as of the date hereof, between Capmark Financial Group Inc., a Nevada corporation (the “Company”), and you (the “Independent Director Stockholder’s Agreement”) relating to the purchase by you of the Purchased Stock (as defined in the Independent Director Stockholder’s Agreement). The undersigned, GMACCH Investor LLC (“Investor”), hereby agrees with you as follows, effective upon such purchase of Common Stock:

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CAPMARK STRUCTURED REAL ESTATE FUND INCENTIVE VEHICLE, L.P. LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware
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PURCHASE AGREEMENT
Purchase Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

The Trust Preferred Securities and the Floating Rate Trust Common Securities (liquidation amount of $1,000 per Trust Common Security) (the “Trust Common Securities” and, together with the Trust Preferred Securities, the “Trust Securities”), will be issued pursuant to the Amended and Restated Declaration of Trust, dated the date hereof (the “Declaration of Trust”), by and among the Company, as Sponsor (as defined in the Declaration of Trust), John F. Weaver, Marc A. Fox and Peter O’Hara, as regular trustees (the “Regular Trustees”), Law Debenture Trust Company of New York , as property trustee (the “Property Trustee”), Deutsche Bank Trust Company Americas, as agent (the “Agent”) and Deutsche Bank Trust Company Delaware, as Delaware trustee (the “Delaware Trustee” and, together with the Regular Trustees and the Property Trustee, the “Issuer Trustees”), and the holders, from time to time, of undivided beneficial interests in the assets of the Trust. The Company will guarantee the payment

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January 9, 2007 PRIVATE AND CONFIDENTIAL Mr. Dawson Steven Lin Dear Steve:
Letter of Understanding • September 20th, 2007 • Capmark Finance Inc.

This Letter of Understanding will confirm our mutual agreement relative to the terms and conditions applicable to the extension of your international assignment.

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AGREEMENT OF LIMITED PARTNERSHIP OF GMAC INSTITUTIONAL ADVISORS LP By and Among GMACCM IA HOLDING LLC as General Partner and GMAC COMMERCIAL MORTGAGE CORPORATION as Limited Partner Dated as of December 31, 2005
Limited Partnership Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of GMAC Institutional Advisors LP (the “Partnership”) is entered into by and among GMACCM IA Holding LLC, a Delaware limited liability company (“GP”), as the General Partner, and GMAC Commercial Mortgage Corporation, a California corporation (“LP”), as the Limited Partner.

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INDEPENDENT DIRECTOR STOCKHOLDER’S AGREEMENT
Independent Director Stockholder’s Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware

This Independent Director Stockholder’s Agreement (this “Agreement”) is entered into as of , 2006 (the “Effective Date”) between Capmark Financial Group Inc., a Nevada corporation (the “Company”), and the undersigned person (the “Independent Director Stockholder”) (the Company and the Independent Director Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

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LIMITED LIABILITY COMPANY AGREEMENT OF SJM CAP, LLC
Limited Liability Company Agreement • September 20th, 2007 • Capmark Finance Inc. • Delaware

This Limited Liability Company Agreement (together with the schedules attached hereto, “Agreement”), is entered into as of September 20, 2002 by GMAC Commercial Holding Corp., a Nevada corporation, as the sole Member (defined below) of SJM Cap, LLC, a Delaware limited liability company (“Company”).

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PURCHASE AGREEMENT BY AND AMONG CAPMARK FINANCIAL GROUP INC., CAPMARK CAPITAL INC., CAPMARK SECURITIES INC., CAPMARK FINANCE INC., CITIGROUP GLOBAL MARKETS INC. and CITIBANK, N.A. Dated December 20, 2006
Purchase Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

PURCHASE AGREEMENT (together with all Schedules and Exhibits, the “Agreement”), dated December 20, 2006, by and among CITIGROUP GLOBAL MARKETS INC., a Delaware corporation (“CGMI”), CITIBANK, N.A., a national banking association chartered by the Office of the Comptroller of the Currency (“CBNA”), solely with respect to the acquisition of the Agency Business (as hereinafter defined) (CGMI and CBNA being hereinafter individually referred to as a “Buyer” and collectively as “Buyers”), CAPMARK CAPITAL INC., a Colorado corporation (“Capmark Capital”), CAPMARK FINANCE INC., a California corporation (“Capmark Finance”) and CAPMARK SECURITIES INC., a Colorado corporation (“Capmark Securities”) (Capmark Capital, Capmark Finance and Capmark Securities being hereinafter collectively referred to as the “Sellers”) and CAPMARK FINANCIAL GROUP INC., a Nevada Corporation (“Parent”).

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Agreement
Exclusivity Agreement • September 20th, 2007 • Capmark Finance Inc. • Pennsylvania

This Agreement (the “Agreement”) is made and entered into as of August 30, 2006 by and between Capmark Finance Inc., a California corporation (“Capmark Finance”), and Capmark Structured Real Estate Partners, L.P., a Delaware limited partnership (the “Partnership”).

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AMENDMENT NO. 1 TO THE BRIDGE LOAN AGREEMENT Dated as of December 7, 2006
Bridge Loan Agreement • September 20th, 2007 • Capmark Finance Inc. • New York

AMENDMENT NO. 1 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 (the “Majority Lenders”), and Citicorp North America, Inc., as administrative agent (the “Agent”) for the Lenders.

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STOCKHOLDERS AGREEMENT by and among GMAC MORTGAGE GROUP, INC., GMACCH INVESTOR LLC, and GMAC COMMERCIAL HOLDING CORP.
Stockholders Agreement • September 20th, 2007 • Capmark Finance Inc. • Nevada

This STOCKHOLDERS AGREEMENT (this “Agreement”), is made as of March , 2006, by and among GMAC Mortgage Group, Inc., a Michigan corporation (“GMAC Mortgage Group”), GMACCH Investor LLC, a Delaware limited liability company (“Investor”), and GMAC Commercial Holding Corp., a Nevada corporation (the “Company”).

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PRIVILEGED AND CONFIDENTIAL EXECUTION COPY
Employment Agreement • September 20th, 2007 • Capmark Finance Inc.

We are all extremely pleased that you have agreed to accept the position of Chief Executive Officer (“CEO”) of Capmark Financial Group Inc. (the “Company”), effective June 1, 2006 (“Commencement Date”), in accordance with the terms and conditions of this letter (the “Letter Agreement”), which shall govern your employment with the Company. As soon as practicable after this Letter Agreement is executed, you will enter into other agreements with the Company and the investors therein, including, but not limited to, a management stockholder’s agreement (substantially in the form attached hereto as Annex C), a sale participation agreement (substantially in the form attached hereto as Annex E) and certain stock option agreements (substantially in the form attached hereto as Annex D) to be granted pursuant to the 2006 Equity Plan for Key Employees of the Company and its Affiliates (the “2006 Plan” and, together, with such other agreements, the “Equity Agreements”), the principal terms of which

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