Capmark - Plan Supplement (OCR)

Date filed: 7/29/11
Docket No.: 3360

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
----------------------------------------------------------------J(
In reo'
CAPMARK FINANCIAL GROUP INC., et al. I,
Debtors.
----------------------------------------------------------------J(
Chapter 11
Case No. 09-13684 (CSS)
Jointly Administered
PLAN SUPPLEMENT TO THE SECOND AMENDED JOINT PLAN OF CAPMARK
FINANCIAL GROUP INC. AND CERTAIN AFFILIATED PROPONENT
DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
DEWEY & LEBOEUF LLP
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 259-8000
Co-Attorneys for the Debtors
and Debtors in Possession
Dated: July 29,2011
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Co-Attorneys for the Debtors
and Debtors in Possession
I The following 14 Debtors (with the last four digits of each such Debtor's federal tax identification
number) are proponent Debtors of the joint Plan: Summit Crest Ventures, LLC (5690); Capmark Financial Group
Inc. (2188) ("CFGI"); Capmark Capital Inc. (6496); Capmark Finance Inc. (3444); Commercial Equity Investments,
Inc. (4153); Mortgage Investments, LLC (6319); Net Lease Acquisition LLC (9658); SJM Cap, LLC (0862);
Capmark Affordable Equity Holdings Inc. (2379); Capmark REO Holding LLC (3951); Capmark Affordable
Properties Inc. (3435); Capmark Affordable Equity Inc. (2381); Capmark Investments LP (7999); and Protech
Holdings C, LLC (7929). CFG!'s corporate headquarters is located at 116 Welsh Road, Horsham, Pennsylvania
19044. The addresses for all of the Debtors are available at the following World Wide Web address:
http://chapterll.epigsystems.com/capmark.
RLFI 5085862v. J
INDEX OF SCHEDULES TO THE PLAN SUPPLEMENT
EXHIBIT A: Schedule 1.2.48 Crystal Ball Settlement Agreement
EXHIBITB: Schedule 1.2.75 GE Settlement Agreement
EXHIBITC: Schedule 1.2.113 Reorganized CFGI New Compensation Plans
2
EXHIBITD: Schedule 1.2.113(a) Insiders to be Employed by Reorganized Debtors and
Nature of Compensation of Insiders
EXHIBITE: Schedule 1.2.115 Form of Reorganized Debtors' Bylaws
EXHIBITF: Schedule 1.2.116 Form of Reorganized Debtors' Certificates of
Incorporation
EXHIBITG: Schedule 1.1.117 Form of Reorganized Debtors' Partnership Agreements
EXHIBITH: Schedule 1.2.118 Form of Reorganized Debtors' LLC Agreements
EXHIBIT I: Schedule 7.1 List of Executory Contracts to Be Rejected under the Plan
EXHIBIT J: Schedule 8.1 Members of Boards of Directors of Reorganized Debtors
GENERAL NOTES TO THE PLAN SUPPLEMENT
To the extent the attached Schedules are not final, they are substantially in the form ofthe
final documents supplementing the Second Amended Joint Plan of Capmark Financial Group
Inc. and Certain of its Affiliated Proponent Debtors under Chapter 11 ofthe Bankruptcy Code,
dated July 8, 2011 (as may be amended or modified, the "Plan").
2 In the Plan, the Debtors indicated summaries of the Reorganized CFGI New Compensation Plans would
be filed with this Plan Supplement. However, the forms of documents governing the Reorganized CFGI New
Compensation Plans have been finalized and, therefore, are included herein in the place of the summaries.
2
RLFI 5085862v. 1
Dated: July 29, 2011
Wilmington, Delaware
RLFI 5085862v. I
3
Mark ollins (No. 2981)
Jason M. Madron (No. 4431)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 1980I
Telephone: 302.651.7700
Facsimile: 302.651.7701
- and-
Martin 1. Bienenstock
Michael P. Kessler
Judy G.Z. Liu
DEWEY & LEBOEUF LLP
1301 Avenue of the Americas
New York, New York 10019
Telephone: 212.259.8000
Facsimile: 212.259.6333
Attorneysfor the Debtors and
Debtors in Possession
EXHIBIT A
Schedule 1.2.48: Crystal Ball Settlement Agreement

CRYSTAL BALL SETTLEMENT

NY4 4031295.11
The terms of the Crystal Ball Settlement (the Settlement) referred to in Section 4.10 of
the Plan (defined herein) are as follows:
PARTIES
(a) Crystal Ball, on behalf of itself and its subsidiaries (the CB Subsidiaries);
(b) Capmark Financial Group Inc. (together with its successor(s) or assign(s),
CFGI), as intercompany lender to Crystal Ball and/or the CB Subsidiaries;
(c) Capmark Finance Inc. (together with its successor(s) or assign(s), CFI), as
intercompany lender to Crystal Ball and/or the CB Subsidiaries;
(d) Capmark Investments LP (together with its successor(s) or assign(s), CILP), as
intercompany lender to Crystal Ball and/or the CB Subsidiaries;
(e) Capmark Management plc as intercompany lender to Crystal Ball and/or the CB
Subsidiaries (and, together with CFGI, CFI, and CILP, the Intercompany
Lenders);
(f) the lenders under the Unsecured Loans;
(g) the holders of Unsecured Notes;
(h) the Agents for the lenders under the Unsecured Loans; and
(i) the Indenture Trustee.
RECITALS
WHEREAS, CFGI and certain of its affiliates have filed for relief under chapter 11 of
title 11 of the United States Code in the Chapter 11 Cases, which cases are pending in the
Bankruptcy Court;
WHEREAS, CFGI and the Guarantor Debtors are obligors and/or guarantors of the
obligations arising under the Unsecured Loans and Unsecured Notes and are Proponent Debtors
under the Plan;
WHEREAS, following confirmation of the Plan by the Bankruptcy Court, CFGI and the
Guarantor Debtors will receive a discharge of all obligations arising under the Unsecured Loans
and Unsecured Notes;
WHEREAS, Crystal Ball is also a guarantor of CFGIs obligations under the Unsecured
Loans and Unsecured Notes;
WHEREAS, Crystal Ball is not a debtor in the Chapter 11 Cases and will not be
discharged of its guarantee obligations following confirmation of CFGIs and the Guarantor
Debtors Plan;

NY4 4031295.11
WHEREAS, the CB Subsidiaries are in possession of, and may continue to collect,
certain cash proceeds from the Japanese Settlement or otherwise;
WHEREAS, Crystal Ball and the CB Subsidiaries are obligors of certain intercompany
loan obligations owing to CFGI (the Intercompany Loans); and
WHEREAS, it is in the best interest for Crystal Ball and the parties hereto for Crystal
Ball to distribute the cash received by the CB Subsidiaries in exchange for a release of its
guarantee obligations under the Unsecured Loans and Unsecured Notes;
NOW, THEREFORE, subject to the confirmation of the Plan, approval of this
Settlement by the Bankruptcy Court, and the other conditions set forth herein, and in
consideration of the foregoing, and the promises, mutual covenants, and agreements set forth
herein, and for other good and valuable consideration, it is provided as follows:
Section 1. Definitions.
1.1 Defined Terms
The following terms shall have the following meanings:
CB Subsidiaries shall have the meaning ascribed to it in the preamble.
CFGI shall have the meaning ascribed to it in the preamble.
Debtors refers to CFGI and its affiliates that are debtors in the Chapter 11 Cases.
Effective Date Payment Amount shall equal $85 million.
Effective Date shall mean the effective date of the Plan or any chapter 11 plan of the
CFGI and the Guarantor Debtors that embodies the terms of this Settlement.
Intercompany Lenders shall have the meaning ascribed to it in the preamble.
Intercompany Loans shall have the meaning ascribed to it in the recitals.
Net Cash means all cash held by the CB Subsidiaries in excess of working capital
needed to pay liabilities and expenses of the CB Subsidiaries and for general corporate purposes,
which working capital shall not exceed $5 million.
Person means an individual, partnership, corporation, company, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental Authority, or
other entity of whatever nature.
Plan means the Joint Plan of Capmark Financial Group Inc. and Certain Affiliated
Proponent Debtors under Chapter 11 of the Bankruptcy Code, dated April 15, 2011, which
embodies the terms of this Settlement, as may be amended, provided any such amendment
embodies the terms of this Settlement.

NY4 4031295.11
Quarterly Payments shall have the meaning ascribed to it in Section 2.2.
Settlement shall have the meaning ascribed to it in the preamble.
Unsecured Lenders means the lenders under the Unsecured Loans and the holders of
the Unsecured Notes.
1.2 Other Definitional Provisions
Unless otherwise specified therein, all terms defined in this Settlement shall have the
defined meanings when used in any certificate or other document made or delivered pursuant
hereto.
(a) The words hereof, herein, and hereunder and words of similar import when
used in this Settlement shall refer to this Settlement as a whole and not to any
particular provision of this Settlement, and Section and subsection references are
to this Settlement unless otherwise specified.
(b) The word will shall be construed to have the same meaning and effect as the
word shall.
(c) The meanings given to terms defined herein shall be equally applicable to both
the singular and plural forms of such terms.
(d) Capitalized terms used herein not otherwise defined shall have the meanings
ascribed to them in the Plan.
Section 2. Payments.
2.1 Effective Date Payment
By the Effective Date, or as soon as reasonably practicable thereafter, Crystal Ball shall
cause the CB Subsidiaries to transfer the Effective Date Payment Amount to Crystal Ball and
Crystal Ball shall distribute such amount to the Unsecured Lenders in accordance with the
Crystal Ball Pro Rata Shares (the Effective Date Payment).
2.2 Quarterly Payments
Within ten (10) business days of the end of each fiscal quarter following the Effective
Date, Crystal Ball shall cause the CB Subsidiaries to transfer all Net Cash to Crystal Ball for
distribution to the Unsecured Lenders in accordance with the Crystal Ball Pro Rata Shares
(Quarterly Payments); provided, however, in the event Net Cash at the end of any fiscal
quarter is less than $250,000 Crystal Ball may skip the Quarterly Payment for such fiscal quarter
and roll over the Net Cash to the next Quarterly Payment.

NY4 4031295.11
2.3 Payments
All payments to be made to the Unsecured Lenders pursuant to this Settlement shall be
made to the Agents or the Indenture Trustee, as appropriate, for further distribution to the
Unsecured Lenders; provided, however, such Agents or Indenture Trustees shall be authorized to
assign or defer this responsibility to the Disbursing Agent.
Section 3. Termination.
3.1 Automatic Termination
This Settlement shall terminate automatically, and be without force or effect, in the event
the Effective Date does not occur, the Plan is withdrawn or otherwise abandoned, or the Plan is
amended or modified to delete this Settlement therefrom.
3.2 Termination of Settlement
If the Japanese Settlement has been terminated pursuant to Section 11.4 of the agreement
governing the Japanese Settlement, then Crystal Ball may, at its option, terminate this Settlement
upon payment to the Unsecured Lenders of the Net Cash in accordance with the Crystal Ball Pro
Rata Shares.
Section 4. Release.
4.1 Unsecured Lenders Release
Upon the date of the Effective Date Payment, for the good and valuable consideration
provided herein, each of the Unsecured Lenders, the Agents (in their capacities as such), and the
Indenture Trustee (in its capacity as such) fully and forever releases and shall be deemed to have
fully and forever released Crystal Ball and the CB Subsidiaries, and each of their respective
direct and indirect parent companies, subsidiaries, and affiliates, each of their respective
predecessors, successors, and assigns, and all of each of their respective past and present
employees, general partners, officers, directors, managers, stockholders, and professionals
(collectively, the CB Parties), from any and all claims (including in respect of any derivative
claim by any third party), obligations, suits, judgments, damages, demands, debts, rights, causes
of action, liabilities or matters, from the beginning of time until the Effective Date, whether
liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown,
foreseen or unforeseen, foreseeable or unforeseeable, in law, equity, or otherwise that relate to or
arise from the Unsecured Loans, Unsecured Notes, or this Settlement, and/or incurrence of the
Unsecured Loans, Unsecured Notes, or this Settlement, any actions related thereto or taken in
connection with the negotiation and execution thereof, and fully and forever releases and shall be
deemed to have fully and forever released the CB Parties from any and all such claims; provided,
that nothing herein shall relieve the CB Parties of their respective obligations under this
Settlement, or CFGI or the Guarantor Debtors of their obligations under the Plan, the Plan
documents, and this Settlement.

NY4 4031295.11
4.2 Intercompany Lenders Release of Crystal Ball and CB Subsidiaries
On the Effective Date, for the good and valuable consideration provided herein, the
Intercompany Lenders fully and forever release and shall be deemed to have fully and forever
released Crystal Ball, the CB Subsidiaries, and CB Parties from any and all claims (including in
respect of any derivative claim by any third party), obligations, suits, judgments, damages,
demands, debts, rights, causes of action, liabilities or matters, from the beginning of time until
the Effective Date, whether liquidated or unliquidated, fixed or contingent, matured or
unmatured, known or unknown, foreseen or unforeseen, foreseeable or unforeseeable, in law,
equity, or otherwise that relate to or arise from the Intercompany Loans and/or incurrence of the
Intercompany Loans and fully and forever releases and shall be deemed to have fully and forever
released Crystal Ball, the CB Subsidiaries, and CB Parties from any and all such claims.
Section 5. Miscellaneous Terms.
5.1 Consent
(a) Crystal Ball, on behalf of itself and the CB Subsidiaries, and the Intercompany
Lenders hereby consent to be bound by the terms of this Settlement. Each of
Crystal Ball and the Intercompany Lenders shall execute this Settlement (by
facsimile or otherwise) in any number of counterparts, each of which, when
executed and delivered, shall be deemed an original and all of which together
shall constitute the same agreement. Each individual executing this Settlement on
behalf of a party hereto has been duly authorized and empowered to execute and
deliver this Settlement on behalf of said party.
(b) Each Unsecured Lenders vote to accept the Plan or any chapter 11 plan that
embodies the terms of this Settlement shall constitute that Unsecured Lenders
consent to be bound by the terms of this Settlement. In addition, if the Plan or
any chapter 11 plan that embodies the terms of this Settlement is confirmed by the
Bankruptcy Court, all Unsecured Lenders, the Agents, in their capacities as such,
and the Indenture Trustee, in its capacity as such, will be bound by the terms of
this Settlement notwithstanding any individual Unsecured Lenders vote, or
failure to vote, to accept or reject the Plan or such plan.
5.2 Headings
The headings of all sections of this Settlement are inserted solely for the convenience of
reference and are not a part of and are not intended to govern, limit, or aid in the construction or
interpretation of any term or provision hereof.
5.3 Governing Law
THIS SETTLEMENT IS TO BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF.

NY4 4031295.11
Further, by its execution and delivery of this Settlement, each of the parties hereto hereby
irrevocably and unconditionally agrees that the Bankruptcy Court shall have exclusive
jurisdiction of all matters arising out of or in connection with this Settlement and consents to the
Bankruptcy Courts issuance of final orders resolving any and all such matters.
5.4 Complete Agreement and Modification
(a) Complete Agreement. This Settlement constitutes the complete agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, oral or written, between or among the parties with respect
thereto.
(b) Modification of Settlement. This Settlement may only be modified, altered,
amended, or supplemented by amending the Plan or by order of the Bankruptcy
Court or other court of competent jurisdiction.
* * *

IN WITNESS WHEREOF, the parties whose signatures are affixed below agree to be
bound by the terms of this Settlement as set forth herein.
Dated: July _,2011
CRYSTAL BALL IiLDING OF BERiVIUDA
LIMITED, of itself and the CB
Subsidiaries i/ /
i{tf
By: i __
Name: J-:eVine
Its: P sident
7
CAPMARK FINANCIAL GROUP INC.,
DEBTOR IN POSSESSION
By:
Name: William C. Gallagher
Its: ----::p'-'re:::sl:-=' d:=e=-nt=-an"'-::;dc:.:C':oh::J;ie"'f;=;E'o-x-e-c-utC:-iv-e-O=ffio-Ic-e-r--
CAPMARK FINANCE INC., DEBTOR IN
POSSESSION
By:
Name:
Its:
William C. Gallagher
President
CAPMARK INVESTMENTS LP, DEBTOR IN
POSSESSION
By:
Name:
Its:
William C. Gallagher
President
NY44031295.11
CAPMARK MANAGEMENT PLC
By:
Name: ----::W"'i:::ll:::ia:::m::....:::C'-.G=al:::la:::<;g"'h:::er'-- _
Its: Director
IN WITNESS WHEREOF, the parties whose signatures are affixed below agree to be
bound by the terms of this Settlement as set forth herein.
Dated: July _, 2011
CRYSTAL BALL HOLDING OF BERMUDA
LIMITED, on behalf of itself and the CB
Subsidiaries
By:
Name:
Its:
Jay N. Levine
President
CAPMARK FINANCI L GROUP INC.,
ION __--
By:
Name: illiam C. Gallagher
Its: President and Chief Executive Officer
Illiam C. Gallagher
President
CAPMARK FINANCE C., DEBTOR IN
POSSESSION
By:
Name:
Its:
CAPMARKINVEST NTS LP, DEBTOR IN

i
By:
Name:
Its:
PLC
NY44031295.11
EXHIBIT B
Schedule 1.2.75: GE Settlement Agreement
EXECUTION VERSION

LEGAL_US_E # 93237544.2
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT

This ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this
Agreement) is made and entered into as of May 18, 2011 by and among Capmark Affordable
Properties Inc., a Delaware corporation and a debtor and debtor in possession (f/k/a Paramount
Properties, Inc.) (CAP), DLE Investors, L.P., a Delaware limited partnership (DLE), and
DCT, Inc., a Delaware corporation (DCT, and together with DLE, the Investor Members).

R E C I T A L S

WHEREAS, CAP and the Investor Members have entered into that certain Operating
Agreement of Capmark Affordable Tax Credit Fund 3 LLC (the Fund), dated as of May 15,
2007, as amended by that certain Amendment to Operating Agreement of the Fund, dated as of
January 20, 2010, as further amended by that certain Second Amendment to Operating
Agreement of the Fund, dated as of March 5, 2010, as further amended by that certain Third
Amendment to Operating Agreement of the Fund, dated as of May 12, 2010, as further amended
by that certain Fourth Amendment to Operating Agreement of the Fund, dated as of August 13,
2010, as further amended by that certain Fifth Amendment to Operating Agreement of the Fund,
dated as of September 24, 2010, as further amended by that certain Sixth Amendment to
Operating Agreement of the Fund, dated as of November 1, 2010, as further amended by that
certain Seventh Amendment to Operating Agreement of the Fund, dated as of December 31,
2010, as further amended by that certain Eighth Amendment to Operating Agreement of the
Fund, dated as of March 31, 2011, as further amended by that certain Ninth Amendment to
Operating Agreement of the Fund, dated as of April 29, 2011, as further amended by that certain
Tenth Amendment to Operating Agreement of the Fund, dated as of May 13, 2011 (collectively,
as amended, the Fund Operating Agreement);

WHEREAS, CAP serves as the manager of 16 limited liability companies wholly owned
by the Fund as set forth on Schedule A hereto (collectively, the Middle Tier Entities) pursuant

2
LEGAL_US_E # 93237544.2
to the terms of a limited liability company operating agreement that governs each such Middle
Tier Entity (collectively, the Middle Tier Operating Agreements);

WHEREAS, each Middle Tier Entity serves as the investor limited partner or investor
member, as the case may be, of a limited partnership or limited liability company, as specified on
Schedule A hereto (collectively, the Lower Tier Entities), that owns a real estate project related
to the business of the Fund;

WHEREAS, each of the entities listed on Schedule B hereto (collectively, the Protech
Entities) serves as the special limited partner or special limited member, as the case may be (in
such capacity, hereinafter referred to as an SLP), of one or more of the Lower Tier Entities,
pursuant to the terms of a partnership agreement or limited liability company operating
agreement that governs each such Lower Tier Entity (collectively, the Lower Tier
Agreements);

WHEREAS, on October 25, 2009, CAP and certain of its Affiliates (as defined in the
Fund Operating Agreement) commenced voluntary cases (the Chapter 11 Cases) under chapter
11 of title 11, United States Code (the Bankruptcy Code) in the United States Bankruptcy
Court for the District of Delaware (the Bankruptcy Court); and

WHEREAS, CAP and the Investor Members have engaged in good faith discussions
with respect to the succession of management of the Fund and, in connection with the pending
Chapter 11 Cases, CAP desires to cause the Middle Tier Entities and the Protech Entities to
transfer all of their right, title and interest in and to the Lower Tier Entities (collectively, the
Lower Tier Interests) to the Investor Members, and the Investor Members desire to accept the
assignment of the Lower Tier Interests, all on the terms and subject to the conditions hereinafter
set forth.

NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants contained herein and in the Fund Operating Agreement, and for other good and
3
LEGAL_US_E # 93237544.2
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto do hereby agree as follows:

1. Assignment of Lower Tier Interests. Upon notification from the Investor
Members that they have received all consents required to be obtained with respect to a particular
Lower Tier Entity and evidence regarding the same, CAP shall cause (i) the applicable Middle
Tier Entity to transfer all of its right, title and interest in and to such Lower Tier Entity to DLE,
and (ii) the applicable Protech Entity to transfer all of its right, title and interest in and to such
Lower Tier Entity to DCT. Each such transfer shall be effectuated pursuant to a Transfer and
Assignment in substantially the form attached hereto as Exhibit A or Exhibit B, as applicable.
2. Consent Process. From the date hereof until June 30, 2011, or such later date as
shall be agreed upon by the parties in writing (the Consent Period), the parties will cooperate
with one another and use commercially reasonable efforts to obtain all consents required to be
obtained in order to effectuate (i) the transfers described in Section 1 of this Agreement, and (ii)
the related admission of the Investor Members as substituted limited partners or substituted
members, as the case may be, in each Lower Tier Entity. Each such admission shall be
evidenced by an amendment to the applicable Lower Tier Agreement in substantially the form
attached hereto as Exhibit C, or in such other form as shall be approved by the parties hereto (an
Admission Amendment). Neither CAP nor any of its Affiliates shall be required to make any
payments or incur any out-of-pocket expenses (other than any attorneys fees incurred in
reviewing the various consents and Admission Amendments prepared by counsel for the Investor
Members) in connection with obtaining any such consents or any counterparty signatures to the
Admission Amendments; provided, however, that at the direction of the Investor Members, CAP
shall utilize the Funds reserves to make such payments in connection with obtaining such
consents or counterparty signatures as shall be specified in writing by the Investor Members.
3. Dissolution of Fund. If all the Lower Tier Interests are transferred to the
Investor Members prior to the expiration of the Consent Period, CAP and the Investor Members
shall dissolve the Fund promptly after the last such transfer is made. Upon such dissolution, all
assets of the Fund, including the Funds reserves, shall be distributed to the Investor Members
subject to the payments made to CAP pursuant to Section 7 of this Agreement.
4
LEGAL_US_E # 93237544.2
4. Expiration of Consent Period.
(a) If all the Lower Tier Interests have not been transferred to the Investor
Members prior to the expiration of the Consent Period, then promptly after the expiration of the
Consent Period (i) CAP shall assume the Fund Operating Agreement and the Middle Tier
Operating Agreements pursuant to section 365 of the Bankruptcy Code, (ii) CAP shall execute
the Transfer and Assignment attached hereto as Exhibit D assigning all of CAPs right, title and
interest in and to the Fund and the Middle Tier Entities to DCT pursuant to section 363 of the
Bankruptcy Code, (iii) CAP shall execute an Amendment to the Fund Operating Agreement in
substantially the form attached hereto as Exhibit E, (iv) CAP shall execute an Amendment to
Operating Agreement of each Middle Tier Entity in substantially the form attached hereto as
Exhibit F, and (v) CAP shall cause each Protech Entity that still owns a Lower Tier Interest to
assign all its beneficial and economic interest in the applicable Lower Tier Entity to DCT, which
assignment shall be made pursuant to an Assignment of Beneficial Interest in substantially the
form attached hereto as Exhibit G, provided that a Protech Entity shall not be required to transfer
its beneficial and economic interest in a Lower Tier Entity to DCT unless all consents required
for such transfer have been obtained.
(b) If a Protech Entity does not transfer all its right, title and interest in and to
a Lower Tier Entity to DCT prior to the expiration of the Consent Period, it shall continue to
serve as the SLP of such Lower Tier Entity until such time as all necessary consents are obtained
for such transfer. CAP and the Investor Members will continue to cooperate with one another
and use commercially reasonable efforts to obtain such consents even after the expiration of the
Consent Period.
(c) Each Protech Entity that continues to serve as the SLP of a Lower Tier
Entity after the expiration of the Consent Period (a Directed SLP) shall act in such capacity
only in accordance with written directions provided by DCT. If, pursuant to the terms of an
applicable Lower Tier Agreement, a Directed SLP receives a request to grant a consent or waiver
or take any other action in its capacity as an SLP (each, an SLP Action), it shall promptly
forward such request, together with all accompanying documentation, to DCT. The Directed
SLP shall then take any such SLP Action (including the granting or withholding of a requested
5
LEGAL_US_E # 93237544.2
consent) at such time and in such manner as directed by DCT. In the event that the Directed SLP
forwards a request for an SLP Action to DCT in accordance with this Section 4(c) and DCT does
not respond with any direction regarding such SLP Action, the Directed SLP shall take no action
and such failure to take action shall be deemed an SLP Action. In addition, a Directed SLP
shall take such other actions in its capacity as an SLP (each of which is also hereinafter referred
to as an SLP Action) as may be directed by DCT from time to time.
(d) Each time a Directed SLP completes an SLP Action pursuant to
Section 4(c) of this Agreement, DCT shall pay to such Directed SLP a fee in the amount of
$1,500; provided, however, that no fee shall be payable with respect to a completed SLP Action
that constitutes the approval (as opposed to the refusal to grant approval) of any budget in
accordance with an applicable Lower Tier Agreement. In addition, DLE shall indemnify, defend
and hold harmless the Directed SLP and its Affiliates from and against any and all claims,
liabilities, suits, losses, damages and expenses, including reasonable attorneys fees, arising from
or relating to such SLP Action; provided, however, that the maximum indemnity amount for any
single SLP Action (which, for the avoidance of doubt, includes any and all separately identifiable
steps necessary to complete the SLP Action) shall be $2,500,000; and provided further, that any
claim for indemnification with respect to a specific SLP Action must be delivered in writing to
DLE within two years after the date on which the SLP Action was completed. No present or
future Affiliate, partner, shareholder, director, officer, employee, advisor or agent of or in DLE or
any of its Affiliates shall have any personal liability, directly or indirectly, under or in connection
with the indemnification obligations described in this Section 4(d), or any amendment thereto, and
CAP and its successors and assigns and, without limitation, all other persons and entities, shall look
solely to the assets of DLE for the payment of any claim for indemnification under this Section 4(d),
and CAP hereby waives any and all such personal liability. The limitations on liability contained in
this Section 4(d) are in addition to, and not in limitation of, any limitation on liability applicable to
the Investor Members provided in any other provision of this Agreement or by law or by any other
contract, agreement or instrument.
(e) For purposes of Section 4(d) of this Agreement, an SLP Action shall be
deemed completed when all documentation necessary to effectuate such action has been
executed by all appropriate parties; provided, however, (i) if such SLP Action does not require
6
LEGAL_US_E # 93237544.2
the execution of legal documentation (e.g., the granting or withholding of a requested consent), it
shall be deemed completed when the Directed SLP sends written notice (which may be sent by
email if email notification is permissible under the applicable Lower Tier Agreement) to the
appropriate party (e.g., the general partner or managing member of the applicable Lower Tier
Entity) at such time and in such manner as shall be directed by DCT, and (ii) if DCT fails to
respond with any direction regarding such SLP Action in accordance with Section 4(c), the SLP
Action shall be deemed completed 10 business days after the Directed SLP has forwarded the
request regarding such SLP Action to DCT .
5. Conditions to Effectiveness; Court Approval Date. The effectiveness of any
assumption and assignment and transfer by CAP pursuant to Section 4(a) of this Agreement, if
applicable, and the releases in Section 11 of this Agreement, is subject to entry of a final, non-
appealable order executed by the Bankruptcy Court (the Court Approval Date). CAP will seek
approval of the assumptions, assignments, and transfers set forth in Section 4(a), if applicable,
and the releases in Section 11 of this Agreement, pursuant to the order (the Confirmation
Order) confirming a plan in CAPs Chapter 11 Case pursuant to sections 363, 365 and 1123(b)
of the Bankruptcy Code, which order shall be in form and substance acceptable to each of the
parties hereto solely with respect to the matters addressed herein. The Confirmation Order shall
incorporate the terms of this Agreement and approve and ratify the actions taken or to be taken
by CAP in connection herewith. Unless otherwise provided herein, all other obligations of the
parties to this Agreement shall be effective upon execution of this Agreement. In the event that a
final, non-appealable Confirmation Order has not been entered by the Bankruptcy Court prior to
August 1, 2011, the parties shall cooperate in good faith to agree to an alternate mechanism for
approval and ratification by the Bankruptcy Court of the actions taken or to be taken under this
Agreement (including, if appropriate, an extension of the Consent Period).
6. Adequate Assurance of Future Performance. CAP and the Investor Members
acknowledge and agree that (i) the assumptions and assignments described in Section 4(a) of this
Agreement, if such assumptions and assignments occur, satisfy the requirement of section 365(b)
of the Bankruptcy Code that the Investor Members provide adequate assurance of future
performance under the Fund Operating Agreement and the Middle Tier Operating Agreements,
and (ii) except for the consideration expressly provided pursuant to this Agreement, no further
7
LEGAL_US_E # 93237544.2
cure amounts or other consideration are due under section 365 of the Bankruptcy Code and any
entitlement to additional consideration pursuant to section 365 of the Bankruptcy Code has been
waived.
7. Payment of Outstanding Amounts. Within five (5) business days after the date
the last transfer and assignment is completed pursuant to Section 1 or Section 4(a) of this
Agreement and the Court Approval Date has occurred (the Assignment Completion Date), the
Investor Members shall pay to CAP or its designee the following amounts:
(a) an amount equal to the additional Acquisition Fee, if any, payable to CAP
pursuant to Section 3.2.10 of the Fund Operating Agreement; and
(b) an amount equal to the accrued asset management fees owed to CAP or its
Affiliates pursuant to the Lower Tier Agreements, as determined in accordance with the Sixth
Amendment to Operating Agreement of the Fund.
CAP acknowledges and agrees that the amounts described above represent any and all amounts
payable of any kind owed by the Investor Members, the Fund, the Middle Tier Entities or the
Lower Tier Entities to CAP or any of its Affiliates, that the payment of such amounts and the
other agreements in this Agreement represent the full consideration for the transactions
contemplated by this Agreement, and that such consideration is fair and adequate consideration.
8. Transfer of Books and Records. CAP shall use commercially reasonable efforts
to promptly turn over to the Investor Members electronic copies of the relevant books and
records with respect to the Fund, the Middle Tier Entities and the Lower Tier Entities as
maintained by CAP and its Affiliates. CAP and its Affiliates shall be permitted to retain copies
of such books and records as may be necessary, customary and otherwise appropriate. To the
extent the Investor Members request written copies or such books and records cannot be
transferred electronically, the Investor Members shall make arrangements with CAP, at the
Investor Members sole cost and expense, to pick up or have delivered to the Investor Members
such books and records. The obligation to deliver such books and records to the Investor
Members shall terminate on the Assignment Completion Date, except as to books and records
that have been requested in writing prior to such date. Prior to the Assignment Completion Date,
8
LEGAL_US_E # 93237544.2
CAP and its Affiliates shall make appropriate personnel available to answer questions posed by
the Investor Members with respect to such books and records and otherwise with respect to the
Lower Tier Entities.
9. Fund Name Change. Within thirty (30) days of a transfer by CAP of its interest
in the Fund to DCT pursuant to Section 4(a) of this Agreement, the Investor Members shall take
all action necessary and appropriate to change the name of the Fund so that it no longer refers to
Capmark.
10. Representations and Warranties of CAP. CAP represents and warrants to the
Investor Members that as of the date of this Agreement and as of the Assignment Completion
Date, except as disclosed in Schedule C attached hereto or an update thereof, to the knowledge of
CAP and its Affiliates, there is no liability, obligation, action, claim, cause of action, suit,
proceeding, demand, damage, cost or expense of every kind whatsoever, arising from or relating
to any alleged act, occurrence, omission or transaction pending or threatened against (i) the
Fund, (ii) the Middle Tier Entities, (iii) the Lower Tier Entities or (iv) CAP or any of its
Affiliates, including the Protech Entities, relating in any way to the Fund, the Middle Tier
Entities or the Lower Tier Entities other than the Chapter 11 Cases (Claims). The
representations and warranties made in this Section 10 as of the date of this Agreement and as of
the Assignment Completion Date shall not survive the Assignment Completion Date. In the
event that CAP learns of any Claims on or prior to the Assignment Completion Date it shall
notify the Investor Members.
11. Releases.
(a) Effective as of the Assignment Completion Date, the Investor Members
absolutely, unconditionally, fully and irrevocably release and forever discharge CAP and its
Affiliates, and each of their respective successors and assigns, from and against any and all
existing claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action,
obligations, controversies, debts, costs, expenses, losses, damages, judgments, orders and
liabilities of whatever kind or nature, in law or equity, by statute or otherwise, whether now
known or unknown, vested or contingent, suspected or unsuspected, and whether or not
concealed or hidden, each arising from or relating solely to any alleged act, occurrence, omission
9
LEGAL_US_E # 93237544.2
or transaction relating to the operation or management of the Fund, the Middle Tier Entities and
the Lower Tier Entities, including any claims that have been asserted or could be asserted in
CAPs chapter 11 case; provided, however, that the foregoing release shall not apply to any
claim, cause of action or similar item arising from or relating to the failure of CAP to perform, or
to cause its Affiliates to perform, any obligation required to be performed by CAP or its
Affiliates pursuant to this Agreement.
(b) Effective as of the Assignment Completion Date, CAP absolutely,
unconditionally, fully and irrevocably releases and forever discharges the Investor Members and
their Affiliates, and each of their respective successors and assigns, from and against any and all
existing claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action,
obligations, controversies, debts, costs, expenses, losses, damages, judgments, orders and
liabilities of whatever kind or nature, in law or equity, by statute or otherwise, whether now
known or unknown, vested or contingent, suspected or unsuspected, and whether or not
concealed or hidden, each arising from or relating solely to any alleged act, occurrence, omission
or transaction relating to the Fund, the Middle Tier Entities or the Lower Tier Entities, including
any claims that have been asserted or could be asserted in CAPs chapter 11 case; provided,
however, that the foregoing release shall not apply to any claim, cause of action or similar item
arising from or relating to the failure of the Investor Members to perform any obligation required
to be performed by them pursuant to this Agreement.
12. Further Assurances. Each of the parties further covenants that it will execute all
documents and take such other actions as may be necessary to give effect to the terms hereof.
13. Governing Law. This Agreement shall be governed by and constructed in
accordance with the laws of the State of New York without regard to the conflicts of law
principles thereof.
14. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and assigns.
15. Amendment and Modification. This Agreement may be amended, modified or
supplemented only by a written instrument signed by or on behalf of each of the parties hereto.
10
LEGAL_US_E # 93237544.2
16. Jurisdiction; Venue and Enforcement. Each of the parties hereto irrevocably
and unconditionally submits to the exclusive jurisdiction of the Bankruptcy Court for purposes of
enforcing this Agreement for so long as such court retains jurisdiction and thereafter, to the
exclusive jurisdiction of the United States District Court for the Southern District of New York
or any New York State court sitting in Manhattan. In any action or proceeding, each of the
parties irrevocably and unconditionally waives and agrees not to assert by way of motion, as a
defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that
such action or proceeding is brought in an inconvenient forum or that the venue of such action or
proceeding is improper. Each of the parties also agrees that subject to any applicable rights of
appeal, any final and nonappealable judgment against a party in connection with any action or
proceeding shall be conclusive and binding on such party and that such award or judgment may
be enforced in any court of competent jurisdiction, either within or outside of the United States.
A certified or exemplified copy of such award or judgment shall be conclusive evidence of the
fact and amount of such award or judgment.
17. Counterparts. This Agreement may be executed by the parties manually or by
facsimile in counterparts, each such counterpart shall be deemed an original, and all such
counterparts taken together shall constitute one and the same binding instrument.
[The remainder of this page has been left intentionally blank]
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date fIrst set forth above.
Capmark Affordable Properties Inc.
Debtor and Debtor in Possession
By: J E ~
Name: DavidSebStian
Title: President
OLE Investors, L.P.
By: OCT, Inc., its General Partner
By: _
Name: Stefan Zajczenko, Jr.
Title: Vice President
OCT, Inc.
By: _
Name: Stefan Zajczenko, Jr.
Title: Vice President
Sigllature Page to Assigllmellt, Assumptioll WId Release Agreemellt
LEGAL_US_E # 93237544.2
IN \VITNESS WHEREOF. \gr'eell1cnl as
the set forth above.
Debtor and Debtor in Possession
By: _
Name: David Sebastian
Title: President
DLE Investors, L.P.
By: DCT, Inc., its General Partner
/
AI
Signature Page to Assignment, Assumption ami Release /tgreement

Schedule A -1
LEGAL_US_E # 93237544.2
SCHEDULE A

MIDDLE TIER ENTITIES
1. AMTAX Holdings 255, LLC, an Ohio limited liability company

LOWER TIER ENTITIES

1. JSP Bolingbrook I, LP
2. Briarwood Housing Partners, L.P.
3. HDP Deser Hot Springs, L.P.
4. Burnsville Leased Housing Associates I, L.P.
5. HPD Clearlake, LP
6. Driftwood Preservation Associates Limited Partnership
7. Ellm View Limited Partnership
8. Creative Choice Home XXX, Ltd. A Florida Limited Partnership

Schedule A -2
LEGAL_US_E # 93237544.2
9. Creative Choice Home XXVIII, Ltd. A Florida Limited Partnership
10. Oakland Village Associates LLC, a Virginia Limited Liability Company
11. Orland Apartments L.P. a California Limited Partnership
12. Pinewood Park Partners L.P.
13. HPD Valley Terrace L.P.
14. Carver Senior Building L.P.
15. Minneapolis Leased Housing Associates I, Limited Partnership
16. MWAH Limited Partnership

LEGAL_US_E # 93237544.2
SCHEDULE B

PROTECH ENTITIES

1. Protech 2004-D, LLC, an Ohio limited liability company

2. Protech 2005-A, LLC, an Ohio limited liability company

3. Protech 2005-B, LLC, an Ohio limited liability company

4. Protech 2005-C, LLC, an Ohio limited liability company

5. Protech 2005-D, LLC, an Ohio limited liability company

6. Protech 2006-A, LLC, an Ohio limited liability company

7. Protech 2006-C, LLC, an Ohio limited liability company

Schedule C - 1
LEGAL_US_E # 93237544.2
SCHEDULE C
DISCLOSURES
None.

LEGAL_US_E # 93237544.2
Exhibit A

TRANSFER AND ASSIGNMENT
This Transfer and Assignment (this Assignment) is made and entered into as of
_______, 2011, by and between [], a []
1
(Assignor), and DLE Investors, L.P., a Delaware
limited partnership (Assignee). Capitalized terms used and not otherwise defined herein shall
have the meanings given to such terms in the Agreement of Limited Partnership of []
2
, dated as
of [].
W I T N E S S E T H:
WHEREAS, Assignor desires to transfer and assign its Interest (the Investor
Limited Partner Interest) to Assignee, and Assignee desires to accept and receive such
assignment.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree
as follows:
1. Transfer and Assignment of Interest. Assignor hereby transfers and
assigns to Assignee all of Assignors right, title and interest in and to the Investor Limited
Partner Interest, free and clear of all claims, liens, security interests and encumbrances.
Assignee hereby accepts the foregoing transfer and assignment.
2. Assumption of Rights, Duties and Obligations. Assignee accepts and
assumes all of Assignors rights, duties and obligations as the Investor Limited Partner
under the Agreement.

1
Insert name and description of Capmark ILP
2
Insert name of project partnership

LEGAL_US_E # 93237544.2
3. Further Assurances. Each of the parties hereto shall execute and cause to
be delivered to the other party hereto such instruments and other documents, and shall
take other actions, as such other party may reasonably request for the purpose of carrying
out or evidencing any of the transactions contemplated under this Assignment.
4. Governing Law. This Assignment shall be construed and interpreted
under the laws of the State of [].
3

5. Counterparts. This Assignment may be executed in any number of
counterparts, each of which shall be deemed an original but all of which taken together
shall constitute one and the same instrument.

[Signatures on following page]

3
Insert governing law of partnership agreement.

Signature Page to Transfer and Assignment
LEGAL_US_E # 93237544.2
IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date first above written.
ASSIGNOR:

[]

By:
Name:
Title:

ASSIGNEE:

DLE Investors, L.P., a Delaware limited partnership

By: DCT, Inc., its general partner

By:
Name:
Title:

LEGAL_US_E # 93237544.2
Exhibit B

________, 2011, by and between [], a []
1
(Assignor), and DCT, Inc., a Delaware
corporation (Assignee). Capitalized terms used and not otherwise defined herein shall have
the meanings given to such terms in the Agreement of Limited Partnership of []
2
, dated as of
[].
WHEREAS, Assignor desires to transfer and assign its Interest (the Special
Limited Partner Interest) to Assignee, and Assignee desires to accept and receive such
assignment.
as follows:
assigns to Assignee all of Assignors right, title and interest in and to the Special Limited
Partner Interest, free and clear of all claims, liens, security interests and encumbrances.
assumes all of Assignors rights, duties and obligations as the Special Limited Partner

1
Insert name and description of Capmark SLP
2

LEGAL_US_E # 93237544.2
3



3

LEGAL_US_E # 93237544.2
ASSIGNOR:

[]

By:
Name:
Title:

ASSIGNEE:

DCT, Inc., a Delaware corporation

By:
Name:
Title:

LEGAL_US_E # 93237544.2
Exhibit C

[FIRST] AMENDMENT
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
[]

This First Amendment (this Amendment) to the Agreement of Limited
Partnership of []
1
(the Agreement) is made as of __________, 2011, by and among [], a
[]
2
(the General Partner), [], a []
3
(the Original ILP), [] a [],
4
(the Original SLP),
DLE Investors, L.P., a Delaware limited partnership (DLE), and DCT, Inc., a Delaware
corporation (DCT, and together with DLE, the Assignees). Capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms in the Agreement.
RECITALS
WHEREAS, pursuant to a Transfer and Assignment dated as of the date hereof,
the Original ILP has transferred its entire Interest to DLE;
the Original SLP has transferred its entire Interest to DCT; and

1
Insert name of Partnership.
2
Insert name and description of General Partner.
3
Insert name and description of Original ILP.
4
Insert name and description of Original SLP.

LEGAL_US_E # 93237544.2
WHEREAS, the parties hereto desire to amend the Agreement to reflect the
admission of the Assignees as partners in [], a []
5
limited partnership (the Partnership).
NOW, THEREFORE, in consideration of the premises hereof and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. General Partner Consent. The General Partner acknowledges that it has
received notice of, and hereby consents to, each Transfer and Assignment described in
the Recitals. The General Partner further consents to the admission of the Assignees as
Substituted Limited Partners of the Partnership and acknowledges that no additional
action, document or evidence shall be required of the Assignees or any other Person in
connection with the admission of the Assignees as Substitute Limited Partners of the
Partnership.
2. Agreement to be Bound. Each of DLE and DCT agrees to be bound by
the applicable terms and provisions of the Agreement as if an original signatory thereto.
DLE accepts and assumes all of the Original ILPs rights, duties and obligations as the
Investor Limited Partner under the Agreement. DCT accepts and assumes all of the
Original SLPs rights, duties and obligations as the Special Limited Partner under the
Agreement.
3. General Partner Acknowledgment. The General Partner represents,
acknowledges and agrees that no default exists and is continuing under the Agreement,
and that neither the Original ILP nor the Original SLP is obligated to make any additional
Capital Contributions or loans to the Partnership, or is otherwise indebted to the
Partnership as of the date hereof.
4. Effect of Amendment. Except as specifically modified by this
Amendment, the terms and provisions of the Agreement shall remain in full force and
effect.

5
Insert name and description of Partnership.

LEGAL_US_E # 93237544.2
5. Governing Law. This Amendment shall be construed and interpreted
6

6. Counterparts. This Amendment may be executed in several counterparts,
each of which shall be an original for all purposes, but all of which taken together shall
constitute one and the same instrument.

[Signatures on following pages]

6

Signature Page to [First] Amendment to Agreement of Limited Partnership
LEGAL_US_E # 93237544.2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above.

GENERAL PARTNER:
[]
By:
Name:
Title:
ORIGINAL ILP:
[]
By:

Name:
Title:
ORIGINAL SLP:
[]
By:

Name:
Title:

[Signatures continue on following page]

Signature Page to [First] Amendment to Agreement of Limited Partnership
LEGAL_US_E # 93237544.2

ASSIGNEES:
DLE Investors, L.P., a Delaware limited partner
By:
Name:
Title:


By:
Name:
Title:

LEGAL_US_E # 93237544.2
Exhibit D

____________, 2011 (the Effective Date), by and between Capmark Affordable Properties
Inc., a Delaware corporation and a debtor and debtor in possession (Assignor), and DCT, Inc.,
a Delaware corporation (Assignee). Capitalized terms used and not otherwise defined herein
shall have the meanings given to such terms in the Assignment, Assumption and Release
Agreement dated as of April __, 2011 by and among Assignor, DLE Investors, L.P. and
Assignee (the Assignment, Assumption and Release Agreement).
WHEREAS, Assignor desires to transfer and assign to Assignee all of its right,
title and interest in and to (i) the Fund as the managing member of the Fund (the Managing
Member Interest), and (ii) each of the Middle Tier Entities as the manager of each of the Middle
Tier Entities (the Manager Interests and together with the Managing Member Interest, the
Assigned Interests), and Assignee desires to accept and assume the Assigned Interests.
as follows:
assigns to Assignee all of Assignors right, title and interest in and to the Assigned
Interests, free and clear of all claims, liens, security interests and encumbrances.
assumes all of Assignors rights, duties and obligations as the Managing Member under
the Fund Operating Agreement and as the Manager under each of the Middle Tier

LEGAL_US_E # 93237544.2
Operating Agreements.
under the laws of the State of Delaware.


LEGAL_US_E # 93237544.2
ASSIGNOR:

Capmark Affordable Properties, Inc., a Delaware
corporation

By:
Name: David Sebastian
Title: President

ASSIGNEE:


By:
Name:
Title:

LEGAL_US_E # 93237544.2

Exhibit E

AMENDMENT
TO
OPERATING AGREEMENT
OF
CAPMARK AFFORDABLE TAX CREDIT FUND 3 LLC

This Amendment to Operating Agreement (this Amendment) of Capmark
Affordable Tax Credit Fund 3 LLC (the Fund) is made as of [______] (the Effective Date),
by and among Capmark Affordable Properties Inc., a Delaware Corporation and a debtor and
debtor in possession (Capmark), DLE Investors, L.P., a Delaware limited partnership (DLE),
and DCT, Inc., a Delaware corporation (DCT). Capmark, DLE and DCT are sometimes
referred to herein collectively as the Parties. Capitalized terms used and not otherwise defined
herein shall have the meanings given to such terms in the Operating Agreement (as defined
below).
RECITALS
WHEREAS, the Parties have entered into that certain Operating Agreement of
the Fund, dated as of May 15, 2007, as amended by that certain Amendment to Operating
Agreement of the Fund, dated as of January 20, 2010, as further amended by that certain Second
Amendment to Operating Agreement of the Fund, dated as of March 5, 2010, as further amended
by that certain Third Amendment to Operating Agreement of the Fund, dated as of May 12,
2010, as further amended by that certain Fourth Amendment to Operating Agreement of the
Fund, dated as of August 13, 2010, as further amended by that certain Fifth Amendment to
Operating Agreement of the Fund, dated as of September 24, 2010, as further amended by that
certain Sixth Amendment to Operating Agreement of the Fund, dated as of November 1, 2010, as

LEGAL_US_E # 93237544.2
further amended by that certain Seventh Amendment to Operating Agreement of the Fund, dated
as of December 31, 2010, as further amended by that certain Eighth Amendment to Operating
Agreement of the Fund, dated as of March 31, 2011, as further amended by that certain Ninth
Amendment to Operating Agreement of the Fund, dated as of April 29, 2011, as further amended
by that certain Tenth Amendment to Operating Agreement of the Fund, dated as of May 13, 2011
(collectively, the Operating Agreement);
Capmark has transferred its entire Interest (the Managing Member Interest) to DCT; and
WHEREAS, the parties hereto desire to amend the Operating Agreement to (i)
reflect the transfer of the Managing Member Interest to DCT, and (ii) to effectuate the
withdrawal of Capmark as the Managing Member of the Fund.
1. Admission of New Managing Member. Capmark hereby withdraws as
Managing Member of the Fund and shall have no further rights or obligations with
respect to the Fund from and after the date hereof. DCT is hereby admitted as Managing
Member of the Fund and shall have from and after the date of this Amendment, solely
and exclusively, all of the rights and obligations as Managing Member under the
Operating Agreement. Upon execution of this Amendment, any references to the
Managing Member of the Fund in the Operating Agreement shall mean and refer solely
to DCT and shall specifically exclude Capmark.
2. Schedule A. The Operating Agreement is hereby amended by replacing
Schedule A (Schedule of Members Interests) in its entirety with the Schedule A attached
hereto and hereby incorporated.
3. Agreement to be Bound. DCT accepts and assumes all of Capmarks
rights, duties and obligations as the Managing Member under the Operating Agreement.

LEGAL_US_E # 93237544.2
4. Incorporation of Amendment. All the provisions of this Amendment shall
be deemed to be incorporated in, and made part of, the Operating Agreement, as further
amended by this Amendment, and the Operating Agreement and this Amendment shall
be read, taken and construed as one and the same instrument. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any of the parties
hereto under the Operating Agreement, nor alter, modify, amend or in any way affect the
terms, conditions, covenants or agreements contained in the Operating Agreement, all of
which are hereby ratified and affirmed in all respects by each of the parties hereto and
shall continue in full force and effect. This Amendment shall apply and be effective only
with respect to the provisions of the Operating Agreement specifically referred to herein
and any references in the Operating Agreement to the provisions of the Operating
Agreement specifically referred to herein shall be to such provisions as amended by this
Amendment.
under the laws of the State of Delaware.


Signature Page to Amendment to Operating Agreement of
Capmark Affordable Tax Credit Fund 3 LLC
LEGAL_US_E # 93237544.2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.

ORIGINAL MANAGING MEMBER:
CAPMARK AFFORDABLE PROPERTIES
INC., a Delaware corporation
By:
Name:
Title:
INVESTOR MEMBER:
DLE INVESTORS, L.P., a Delaware limited
partner
By:
Name:
Title:
SPECIAL MEMBER:
DCT, INC., a Delaware corporation

By:
Name:
Title:

LEGAL_US_E # 93237544.2
SCHEDULE A

SCHEDULE OF MEMBERS INTERESTS

MANAGING MEMBER INTEREST

Name and Business Address Capital
Contribution
Percentage Interest

DCT, Inc.
500 West Monroe Street, 15
th

Floor
Chicago, Illinois 60661
Attention: Asset Management

With a copy of any notices sent to:
Region Counsel, GE Real Estate,
at the same address
$100 0.01%

INVESTOR MEMBER INTEREST

Name and Business Address Percentage Interest

DLE Investors, L.P.
th
Floor

Region Counsel, GE Real Estate, at the same
address
99.98%

LEGAL_US_E # 93237544.2

SPECIAL MEMBER INTEREST

Name and Business Address Percentage Interest

DCT, Inc.
th
Floor

Region Counsel, GE Real Estate, at the same
address
0.01%

LEGAL_US_E # 93237544.2
Exhibit F

AMTAX Holdings [], LLC
An Ohio Limited Liability Company

[] Amendment to Operating Agreement

This [] Amendment to Operating Agreement (Amendment) of AMTAX Holdings [],
LLC, an Ohio limited liability company (the Company) is made effective as of [], 2011, by
and among Capmark Affordable Properties Inc., a Delaware corporation and debtor and debtor in
possession (f/k/a Paramount Properties, Inc.) (Capmark), Capmark Affordable Tax Credit
Fund 3 LLC, a Delaware limited liability company (the Member), and DCT, Inc., a Delaware
corporation (DCT).

RECITALS
WHEREAS, the Member of the Company previously entered into that certain
Operating Agreement dated and effective [], [as amended by that certain [] Amendment to
Operating Agreement dated and effective [] (collectively, the Operating Agreement);
Capmark has transferred its entire right, title and interest in the Company (the Manager
Interest) to DCT; and
WHEREAS, the parties hereto desire to amend the Operating Agreement to (i)
reflect the transfer of the Manager Interest to DCT, and (ii) to effectuate the withdrawal of
Capmark as the Manager of the Company.

LEGAL_US_E # 93237544.2
1. Admission of New Manager. Capmark hereby withdraws as the Manager
of the Company and shall have no further rights or obligations with respect to the
Company from and after the date hereof. DCT is hereby admitted as Manager of the
Company and shall have from and after the date of this Amendment, solely and
exclusively, all of the rights and obligations as Manager under the Operating Agreement.
Upon execution of this Amendment, any references to the Manager of the Company in
the Operating Agreement shall mean and refer solely to DCT and shall specifically
exclude Capmark.
2. Schedule A. The Operating Agreement is hereby amended by replacing
Schedule A (Schedule of Members Interests) in its entirety with the Schedule A attached
hereto and hereby incorporated.
3. Agreement to be Bound. DCT accepts and assumes all of Capmarks
rights, duties and obligations as the Manager under the Operating Agreement.
4. Incorporation of Amendment. All the provisions of this Amendment shall
be deemed to be incorporated in, and made part of, the Operating Agreement, as further
amended by this Amendment, and the Operating Agreement and this Amendment shall
be read, taken and construed as one and the same instrument. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of any of the parties
hereto under the Operating Agreement, nor alter, modify, amend or in any way affect the
terms, conditions, covenants or agreements contained in the Operating Agreement, all of
which are hereby ratified and affirmed in all respects by each of the parties hereto and
shall continue in full force and effect. This Amendment shall apply and be effective only
with respect to the provisions of the Operating Agreement specifically referred to herein
and any references in the Operating Agreement to the provisions of the Operating
Agreement specifically referred to herein shall be to such provisions as amended by this

LEGAL_US_E # 93237544.2
Amendment.
under the laws of the State of Ohio.

LEGAL_US_E # 93237544.2
ORIGINAL MANAGER:
CAPMARK AFFORDABLE PROPERTIES
INC., a Delaware corporation
By:
Name:
Title:
MEMBER:
AMTAX HOLDINGS [], LLC an Ohio limited
liability company
By: Capmark Affordable Properties Inc., its
Manager
By:
Name:
Title:
NEW MANAGER:
DCT, INC., a Delaware corporation

By:
Name:
Title:

LEGAL_US_E # 93237544.2
Schedule A

List of Manager, Members, Capital, and Percentages
to
AMTAX Holdings [], LLC
[] Amendment to Operating Agreement

Name and Address Initial Cash Contribution Percentages

Manager

DCT, Inc. $0.00 0%
th

Floor

With a copy of any notices sent
to:
at the same address

Member

Capmark Affordable Tax Credit
Fund 3 LLC
$100.00* 100%
c/o DCT, Inc.
th

Floor

LEGAL_US_E # 93237544.2

With a copy of any notices sent
to:
at the same address

Total $100.00 100%

*In cash or promissory note

LEGAL_US_E # 93237544.2
Exhibit G

ASSIGNMENT OF BENEFICIAL INTEREST
This Assignment of Beneficial Interest (this Assignment) is made and entered
into as of ________, 2011, by and between [], a []
1
(Assignor), and DCT, Inc., a Delaware
corporation (Assignee). Capitalized terms used and not otherwise defined herein shall have
the meanings given to such terms in the Agreement of Limited Partnership of []
2
, dated as of
[].
WHEREAS, Assignor is the Special Limited Partner of the Partnership and, in
such capacity, is the legal and beneficial owner of an interest in the Partnership (the Special
Limited Partner Interest); and
WHEREAS, Assignee desires to transfer and assign all its beneficial and
economic interest in and to the Special Limited Partner Interest to Assignee, and Assignee
desires to accept and receive such assignment;
as follows:
assigns to Assignee all of Assignors beneficial and economic right, title and interest in
and to the Special Limited Partner Interest, free and clear of all claims, liens, security
interests and encumbrances. Assignee hereby accepts the foregoing transfer and

1
Insert name and description of Capmark SLP
2

LEGAL_US_E # 93237544.2
assignment. Assignee acknowledges that such transfer and assignment, by itself, will not
result in Assignees admission to the Partnership as a Substituted Limited Partner.
assumes all of Assignors rights, duties and obligations as the Special Limited Partner
3



3

LEGAL_US_E # 93237544.2
ASSIGNOR:

[]

By:
Name:
Title:

ASSIGNEE:


By:
Name:
Title:

EXHIBIT C
Schedule 1.2.113: Reorganized CFGI New Compensation Plans
NY3 3093048.2
1
CAPMARK FINANCIAL GROUP INC.
LONG TERM INCENTIVE PLAN
CAPMARK FINANCIAL GROUP INC. debtor in possession (CFGI and, together
with its subsidiaries, the Company) hereby establishes this LONG TERM INCENTIVE PLAN
(the LTIP) in accordance with the terms provided herein.
Section 1. LTIP Objective. The Companys main purpose for establishing this LTIP is
to align the interests of key managers with CFGIs interests by providing financial incentives tied
to the achievement of business unit financial targets with a view toward maximizing shareholder
value.
Section 2. Effective Date. The LTIP shall be effective as of the date of consummation of
the Companys Plan of Reorganization (the Effective Date).
Section 3. Administration. The LTIP shall be administered by the Compensation
Committee (the Committee) of the Board of Directors of CFGI (the Board), which shall
have authority to delegate its administrative responsibilities, in whole or in part, under the LITP
to the most senior human resources officer of CFGI or such other officer or officers designated
by the Committee, including the Chief Executive Officer (CEO) and Chief Operating Officer
(COO) (any such persons acting in such administrative capacity, collectively, the
Administrator). The Administrator shall interpret the LTIP and make all determinations
required to be made hereunder, and all such determinations shall be final, binding and
conclusive. Each person acting as the Administrator shall be indemnified and held harmless by
CFGI against and from (i) any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred in connection with or resulting from any claim, action, suit, or proceeding to
which the Administrator may be a party or in which the Administrator may be involved by
reason of any action taken or failure to act under the LTIP or any LTIP Award Notices, and (ii)
from any and all amounts paid by CFGI or paid by the Administrator in settlement thereof with
CFGIs approval, or paid by the Administrator in satisfaction of any judgment in any such claim,
action, suit, or proceeding against the Administrator, provided that the Administrator shall give
CFGI an opportunity, at its own expense, to handle and defend the same before the
Administrator undertakes to handle and defend it on the Administrators own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which any person acting as the Administrator may be entitled under the CFGIs Articles of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that
CFGI may have to indemnify the Administrator or hold the Administrator harmless but shall be
subject to the same limitations as are set forth in CFGIs Articles of Incorporation and Bylaws
with respect to the indemnification of directors and officers.
Section 4. Eligibility. The Administrator shall designate those employees of the
Company who are eligible to participate in the LTIP (each a Participant) and shall provide to
each such Participant a notice of award substantially in the form attached hereto as Exhibit B (the
LTIP Award Notice) that informs the Participant of his or her designation for participation in
the LTIP. As used herein LTIP Award means an award pursuant to an LTIP Award Notice.
The names of the initial Participants and the applicable Target Award Amount (as defined
NY3 3093048.2
2
below) for each Participant shall be as set forth in the LTIP Award Summary dated as of July, 21
2011 on file with the Administrator.
Section 5. LTIP Bonus Pool; Business Segment Amounts; LTIP Awards.
(a) CFGI shall establish, for the benefit of Participants, a long-term incentive award
pool in an amount equal to Nine Million Two Hundred Thousand U.S. Dollars (US $9,200,000)
in the aggregate, for achievement by the Company of One Hundred Percent (100%) of the target
amount of Net Asset Proceeds (as defined below) for all of the non-bank business segments of
the Company (each, a Business Segment) as set forth on Exhibit A attached hereto, which
amount shall increase or decrease based upon the amount of Net Asset Proceeds achieved by the
Business Segments (such aggregate amount, the LTIP Pool Amount). The target amount of
Net Proceeds for each Business Segment (the Segment Target Amount) is set forth in Exhibit
A hereto. The amount of Net Asset Proceeds achieved by each Business Segment shall be
determined on a Discounted Present Value Basis (as defined below), in accordance with the
methodology set forth herein and in Exhibit A. In addition, for each Business Segment, the
award pool payable for such Business Segment shall be the amount set forth in the LTIP
Business Segment Pool Summary, dated as of July 21, 2011 on file with the Administrator (the
Segment Award Pool), which amount shall be adjusted higher or lower depending upon
achievement of Net Asset Proceeds by such Business Segment during the LTIP Performance
Period.
(b) The Administrator shall determine the target award allocable to a Participant (the
Target Award Amount), which shall be set forth in the Participants LTIP Award Notice. The
actual amount payable to the Participant (the Payment Amount) shall be determined by
adjusting the Target Award Amount as set forth in Exhibit A and the LTIP Award Notice
depending upon the amount of Net Asset Proceeds achieved by the applicable Business Segment
with respect to such Participant. LTIP Awards for corporate and support staff personnel will be
divided into separate components based upon the achievement of the Segment Target Amounts
by the respective Business Segments.
(c) The Administrator may in its sole discretion reallocate LTIP Awards which are
forfeited hereunder if such reallocation is approved by the Committee. No Participant has a right
to receive such a reallocated award until such time as the Administrator acts to make such
reallocation.
Section 6. LTIP Performance Period; Determination of Performance Level.
The level of achievement by each Business Segment of Net Asset Proceeds, shall be
determined for the period commencing on January 1, 2011 and ending on December 31, 2014
(the LTIP Performance Period); provided, however, that if a Change in Control occurs, the
LTIP Performance Period shall be deemed to have ended on the date that the Change in Control
is consummated. Any determination under this Section 6 shall be made by the Administrator,
who shall be entitled to rely on the advice of such advisers, service providers and other persons
in making such determination as the Administrator in its discretion deems necessary or
appropriate. Such determination shall be made as soon as practical following the expiration of
the LTIP Performance Period (or the consummation of a Change in Control if such
NY3 3093048.2
3
consummation occurs on a date prior to December 31, 2014) and shall be made in sufficient time
so that payments of LTIP Awards may be made by the required date of payment under Section 9
below.
Section 7. Determination of Performance Levels Definitions. For purposes of
determining whether LTIP Awards have been earned for the Performance Period, the following
definitions shall apply:
(a) Net Asset Proceeds shall mean, for each Business Segment, (i) all Net Asset
Level Net Cash Flow (as defined below) for such Business Segment received by the Company
on or after January 1, 2011, minus expenses directly attributable to such segment, determined in
a manner consistent with the allocation of expenses utilized in calculating the Segment Target
Amounts, plus (ii) the amount, if any, equal to the aggregate Fair Value of such Business
Segments assets held directly or indirectly by the Company on the earlier of (i) December 31,
2014, or (ii) the date of consummation of a Change in Control. With respect to each Business
Segment, directly attributable expenses shall be limited to: compensation, professional fees,
occupancy, primary servicing fees (where applicable), travel and entertainment, information
technology, telephone, communications, third party asset management fees (where applicable)
and other miscellaneous expenses included in the calculation of Segment Target Amounts. For
the avoidance of doubt, Net Asset Proceeds shall not include recoveries from any preference or
avoidance actions, and any expenses (whether directly or indirectly) incurred in connection with
any such actions shall not be counted in determining Net Asset Proceeds.
(b) Net Asset Level Cash Flow shall mean all asset level net cash flows of the kind
that shall be received by the Business Segment which shall include, but not be limited to (i) cash
proceeds of dispositions of assets, including the sale of real estate, loans, investment assets,
contract rights, or other assets owned, (ii) principal and interest payments, cash distributions and
other monies received in respect of assets held, (iii) cash proceeds from the settlement or
termination of liabilities, such as recovery of deposits, refunds or pledged collateral, (iv) any fees
related to management or administration of assets or portfolios of assets, (v) return of
assets/collateral held by counter-parties (including when claiming right of set-off), (vi) swap
terminations and settlements and (vii) any other fees, income, distributions, or proceeds related
to assets held, less: (x) funding of unfunded commitments on loans or other assets, (y) equity
installments, or property savings loans, and (z) any other funding investment or other
miscellaneous asset-related outflows.
(c) Fair Value shall mean the fair value of any non-cash consideration as
determined by an independent financial expert appointed by the Board (the IFE). Non-cash
assets held by a Business Segment on the earlier of (i) the date of consummation of a Change in
Control or (ii) December 31, 2014 (such earlier date being the Measurement Date), shall be
treated as having been sold on the Measurement Date for an amount equal to the Fair Value of
such assets on such date (which amount shall be deemed to be Net Asset Proceeds).
(d) Discounted Net Present Value shall mean the discounted net present value of
Net Asset Proceeds received by the respective Business Segment on or after January 1, 2011,
determined by discounting the amount of Net Asset Proceeds from the date of receipt to June 30,
2011 using the applicable discount rate set forth for such Business Segment on Exhibit A and
NY3 3093048.2
4
measured quarterly. Net Asset Proceeds collected prior to June 30, 2011 or held in cash on June
30, 2011 shall not be discounted.
Section 8. Payment Conditions. The following shall apply in determining a Participants
right to receive payment under his or her LTIP Award:
(a) A Participant shall be entitled to receive payment of the Payment Amount if Net
Asset Proceeds equal to at least eighty-five percent (85%) of the applicable Segment Target
Amount specified in such Participants LTIP Award Notice have been achieved as of December
31, 2014. If Net Asset Proceeds equal to less than eighty-five percent (85%) of the Segment
Target Amount specified in such Participants LTIP Award Notice have been achieved as of
December 31, 2014, then the Participants LTIP Award shall be forfeited and of no effect, except
as provided in Section 8(b).
(b) Notwithstanding Section 8(a), the Participant shall be entitled to receive payment
of the Payment Amount if upon the date of consummation of a Change in Control the sum of (i)
the amount of cash plus the Fair Value of all non-cash consideration received by the Company or
its shareholders in such Change in Control transaction that is allocable to the applicable Business
Segment, plus (ii) the amount of Net Asset Proceeds achieved by such Business Segment
through the date of consummation of the Change in Control (without duplication), equals at least
eighty-five percent (85%) of the applicable Segment Target Amount specified in such
Participants LTIP Award Notice. If less than eighty-five percent of the applicable Segment
Target Amount has been achieved as of date of consummation of a Change in Control, then the
Participants LTIP Award shall be forfeited and of no effect. Consideration received by the
Company in connection with a Change in Control shall be allocated among the Business
Segments (and Capmark Bank if applicable) as determined by the IFE.
(c) If (i) a Participants employment with the Company is terminated for Cause at any
time prior to the time the Payment Amount is payable to such Participant, or (ii) the Participant
resigns from the Company or otherwise voluntarily terminates his or her employment with the
Company prior to the Measurement Date, the Participants LTIP Award shall be forfeited as of
the date of such termination and shall be of no effect, provided that, following the Measurement
Date, the definition of Cause shall be deemed to exclude clause (i) thereof.
(d) For purposes of the LTIP, a Change in Control shall mean the occurrence of
any of the following:
(1) with respect to any Participant, the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or assets of the Business
Segment upon which such Participants LTIP Award is based (excluding the capital stock,
properties and assets of Capmark Bank and any other Business Segment), to any person or
group (as those terms are used in Section 13 of the Securities Exchange Act of 1934, as
amended (the Exchange Act));
(2) the adoption of a plan relating to the liquidation or dissolution of the
Business Segment;
NY3 3093048.2
5
(3) the consummation of any transaction (including, without limitation, any
merger or consolidation), the result of which is that any person or group (as such terms are
used in Section 13 of the Exchange Act), becomes the beneficial owner, directly or indirectly,
beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting
power represented by the issued and outstanding capital stock of CFGI; or
(4) the replacement of a majority of the Board over a two-year period from
the directors who constituted the Board at the Effective Date, and such replacement shall not
have been approved by a vote of at least a majority of the respective Board, as the case may be,
then still in office who either were members of such Board at the beginning of such period or
whose election as a member of such Board was previously so approved.
(e) For purposes of the LTIP, Cause shall have the meaning assigned to such term
in the respective Participants written employment agreement with the Company, and if no such
agreement exists, then shall mean any of the following: (i) a Participants willful and continued
failure (except where due to a physical or mental incapacity) to substantially perform the
Participants material duties with respect to the Company which continues beyond ten (10) days
after a written demand for substantial performance is delivered to the Participant by the
Company (such ten (10) day period, the Cure Period); (ii) any gross misconduct of the
Participant that causes material and demonstrable injury, monetarily or otherwise, to the
Company or any affiliate thereof; (iii) the Participants conviction of, or plea of guilty or nolo
contendere to, the commission of (x) a felony or (y) any misdemeanor involving theft, fraud,
misappropriation or moral turpitude (other than in connection with any traffic violations); (iv)
the Participants disqualification or bar by any governmental or self-regulatory authority from
serving in the Participants position with the Company or the Participants loss of any
governmental or self-regulatory license that is reasonably necessary for the Participant to
perform the Participants material duties with respect to the Company in any such case, as a
result of the Participants misconduct; (v) the Participants willful obstruction of, or willful
failure to cooperate with (except where due to a physical or mental incapacity), any investigation
authorized by the Board; provided, however, that the Participants exercise of the Participants
constitutional rights under the Fifth Amendment of the United States Constitution in the event of
any criminal investigation of the Participant shall not be treated as obstruction of or failure to
cooperate with any such investigation; (vi) the Participants material breach of the Companys
written code of conduct and business ethics, which breach is customarily punishable by
termination of employment or service by the Company; or (vii) a material breach by the
Participant of the restrictive covenants applicable to the Participant pursuant to any agreement
between the Participant and the Company, if any, which continues beyond the Cure Period (to
the extent that, in the Boards reasonable judgment, such breach can be cured).
Section 9. Payment of LTIP Awards. Subject to the Release as provided below, the
Payment Amount to which a Participant is entitled shall be paid on the earlier of (i) the last
normal payroll date of the Company prior to March 15, 2015, or (ii) within sixty (60) days
following a Change in Control. Any obligation of the Company to make any payment of an
LTIP Award shall be conditioned upon the Participants execution of a release and waiver of
claims in substantially the form attached hereto as Exhibit C (the Release) and the
irrevocability of such Release prior to the applicable payment date.
NY3 3093048.2
6
Section 10. Funding of Program. Payments under this LTIP shall be paid by the
Company or one of its subsidiaries, from the general assets of the Company; provided that no
member, officer or employee of the Company shall be personally liable in the event the
Company is unable to make any payments under the LTIP due to a lack of, or inability to access,
funding or financing, legal prohibition (including regulatory, statutory or judicial limitations) or
failure to obtain any required consent.
Section 11. Impact on Benefit Plans. Payments under the LTIP shall be considered as
earnings for purposes of the Companys qualified retirement plans or any other retirement or
benefit plan to the extent provided therein.
Section 12. Assignment. No Participant having a benefit under this LTIP may assign,
transfer or in any other way alienate the benefit, nor shall any benefit under this LTIP be subject
to garnishment, attachment, execution or levy of any kind.
Section 13. Amendment or Termination. The Board shall have the right to amend or
terminate the LTIP at any time. Notwithstanding the foregoing, no amendment or termination
shall adversely affect any LTIP Award of a Participant granted prior to the date such amendment
or termination is adopted.
Section 14. Continued Service. The LTIP and any Participants selection as a participant
in the LTIP does not, and is in no manner intended to constitute, a promise of employment or
continued service for any period of time or to change a Participants status, if applicable, as an at
will employee subject to termination at any time and for any reason.
Section 15. Taxes. All payments made pursuant to the LTIP and any LTIP Award
Notice shall be subject to applicable tax withholding and other applicable payroll deductions as
determined by the Company. Each Participant shall be responsible for the payment of all
income, payroll and other taxes payable by such Participant under applicable law with respect to
such Participants LTIP Award.
Section 16. Section 409A. The LTIP and any LTIP Award Notice are intended to meet
the requirements of Section 409A of the Internal Revenue Code of 1986 (the Code), to the
extent that the LTIP Award is subject thereto, and shall be interpreted and construed with that
intent. The Company is not responsible for providing tax advice to any Participant and no
communications from the Company to a Participant concerning this LTIP shall constitute tax
advice.
Section 17. Severability. If any provision of the LTIP is determined to be invalid or
unenforceable, in whole or in part, this determination shall not affect any other provision of the
LTIP and the provision in question shall be modified as to be rendered enforceable in a manner
consistent with intent of the parties insofar as possible. Any waiver of or breach of any of the
terms of the LTIP shall not operate or be construed as a waiver of any other breach of such terms
or conditions or of any other terms and conditions, nor shall any failure to enforce any provision
hereof operate or be construed as a waiver of such provision or of any other provision.
NY3 3093048.2
7
Section 18. Governing Law. This LTIP shall be governed by and interpreted in
accordance with the internal laws of the State of Pennsylvania, without regard to its conflicts of
law provisions.
The Company has approved this LTIP as of [Date].

Capmark Financial Group Inc.
Debtor in Possession

William Gallagher
Chief Executive Officer

Theresa Tavernier
Vice President

NY3 3093048.2
A-1
EXHIBIT A

A Participant shall earn seventy-five percent (75%) of his or her Target Award Amount (the
Threshold Amount) upon achievement of eighty-five percent (85%) of the applicable Segment
Target Amount with respect to such Participant, determined as of the Measurement Date.

The amount payable to a Participant under his or her LTIP Award will increase from the
Threshold Amount upon achievement of increased Net Asset Proceeds for by the applicable
Business Segment (Asia, North American Asset Management (NAAM), Investments (NAI),
Europe, or Low Income Housing Tax Credit (LIHTC)) with respect to such Participant, above
eighty-five percent (85%) as follows:

(i) by 1.67% for each 1% of Net Asset Proceeds above 85% up to 100% of Business Segment
Target Amount; (ii) by 3.0% for each 1% of Net Asset Proceeds above 100% up to 110% of
Business Segment Target Amount; (iii) by 4.0% for each 1% of Net Asset Proceeds above 110%
up to 120% of Business Segment Target Amount; and (iv) by 5.0% for each 1% of Net Asset
Proceeds above 120% of Business Segment Target Amount.

Present Value Business Segment Target Amounts and Corresponding Discount Rates

Business
Segment
PV Segment Cash Flow
Targets
(6/30/11 dollars)
Discount
Rate
1

NA Assets $ 1,105,857,200 9.2%
Asia $ 337,321,126 7.7%
NAI $ 216,304,938 11.5%
Europe $ 118,304,149 9.7%
LIHTC $ 114,159,634 14.3%

Total $1,891,947,047
1) All operating expenses discounted at 6%

[For individual Participant award documents, the applicable Business Segment Target
Amount and discount rate will be inserted]

NY3 3093048.2
B-1
EXHIBIT B
LTIP AWARD NOTICE
[PARTICIPANT NAME]
[ADDRESS]
[DATE]
Dear [PARTICIPANT NAME]:
with its subsidiaries, the Company) is pleased to inform you that you are eligible to receive a
long-term incentive award under the Long Term Incentive Plan (the LTIP) as set forth in this
LTIP Award Notice (this Notice).
1. Definitions. All capitalized terms used in this Notice that are not herein
defined shall have the meanings ascribed to such terms in the LTIP, and the LTIP is incorporated
by reference herein for all purposes.
2. Business Segment Target Amount. Your award under the LTIP relates to the
[NAME OF BUSINESS SEGMENT], and your Business Segment Target Amount is $[].
1
The
amount of Net Asset Proceeds achieved by the [NAME OF BUSINESS SEGMENT] shall be
determined as provided in the LTIP.
3. LTIP Target Award Amount. Your LTIP Target Award Amount is $______.
The amount actually payable to you under your LTIP Award (the Payment Amount) shall be
determined in accordance with the terms of Exhibit A to the LTIP based on the amount of Net
Asset Proceeds achieved by [NAME OF BUSINESS SEGMENT]. The Payment Amount shall
be payable in accordance with terms and conditions of the LTIP.
4. Continued Employment or Service. This Notice does not, and is in no manner
intended to constitute, a promise of employment or continued service for any period of time or to
change your status, if applicable, as an at will employee subject to termination at any time and
for any reason.
5. Confidentiality. You agree to keep the existence and the terms of your LTIP
Award Notice strictly confidential. Unless required by law, you will not discuss, or disclose to
any person the existence or terms of this Notice. You, however, may discuss the existence and
terms of this Notice with your spouse, lawyer or financial advisor or as reasonably necessary in
connection with personal financial or professional matters. This confidentiality obligation shall
survive termination of this LTIP and your LTIP Award payment.
6. Entire Agreement. This Notice and the LTIP constitute the complete, final
and exclusive embodiment of the terms and conditions of your award under the LTIP. Except as

1
For corporate employees, awards will divided among all Business Segments. The portion of the award allocated to
each Business Segment may be earned based on the achievement of the Target Amount of Net Asset Proceeds for
that Business Segment without regard to any other Business Segment.

NY3 3093048.2
B-2
provided for in this Notice and the LTIP, there are no representations, plans, arrangements, or
understandings, oral or written, between or among you and the Company relating to the subject
matter hereof that are not fully expressed herein.
7. Assignment. You may not assign, transfer or in any other way alienate any
payment, nor shall any benefit under the LTIP, including the LTIP Target Award Amount or any
higher amount you are eligible to receive under the LTIP or this Notice, be subject to
garnishment, attachment, execution or levy of any kind.
8. Taxes. All payments made pursuant to the LTIP and this Notice shall be
subject to applicable tax withholding and other applicable payroll deductions as determined by
the Company. To the extent not covered by withholding or payroll deductions, you shall be
responsible for the payment of all income, payroll and other taxes payable by you under
applicable law with respect to your LTIP Award.
9. Governing Law. This Notice shall be governed by and interpreted in
law provisions.
AGREED AND ACCEPTED


By: ________________________________ Date: _______________
Its: ________________________________

[PARTICIPANT NAME]

By: _________________________________ Date: ________________

NY3 3093048.2
C-1
EXHIBIT C
FORM OF LTIP RELEASE AND WAIVER OF CLAIMS
[DATE]
[PARTICIPANT NAME]
This letter (this Agreement) between you and CAPMARK FINANCIAL GROUP INC.
debtor in possession (CFGI and, together with its subsidiaries, the Company) shall confirm
your right to payments under the Companys Long Term Incentive Plan (the LTIP), and the
LTIP Award Notice, dated [DATE] (the Notice).
For good and valuable consideration, it is agreed by and between the parties as follows:
1. All capitalized terms used in this Agreement that are not herein defined shall
have the meanings ascribed to such terms in the LTIP.
2. You and the Company agree that you are entitled to $[] (the Payment
Amount) in full satisfaction of any and all amounts payable to you pursuant to the LTIP and the
Notice. You will receive this payment of the Payment Amount as outlined in the LTIP and in the
Notice and in accordance with the terms and conditions of the LTIP.
3. You stipulate, agree, and understand that in consideration of the payment set
forth above, you acting on your own free will, voluntarily, and on behalf of yourself, your heirs,
administrators, executors, successors and assigns, you release the Company and its subsidiaries,
affiliates, directors, officers, employees and agents (the Releasees), from any and all actions,
causes of actions, debts, obligations, claims, demands or judgments of any kind whatsoever,
whether in tort, contract, by statute, or on any other basis, for compensatory, punitive or other
damages, expenses, reimbursements or costs of any kind, arising out of or relating to your rights
with respect to the LTIP Award, and this Agreement shall constitute a release of all such claims,
as they relate to the LTIP Award.
4. You (a) acknowledge that you fully comprehend and understand all the terms
of this Agreement and their legal effects, (b) expressly represent and warrant that you are
competent to effect the release made herein knowingly and voluntarily and without reliance on
any statement or representation of the Company or its Releasees, (c) you have been advised to
seek advice from you own tax counsel, and (d) you are responsible for payment of all taxes
payable by you resulting from your participation in the LTIP.
5. If any provision of this Agreement shall be held void, voidable, invalid, or
inoperative, no other provision of this Agreement shall be affected as a result thereof. This
Agreement shall inure to the benefit of, and shall be binding upon the successors, heirs and
assigns of the parties hereto and each of them.
6. This Agreement shall be construed under the laws of the State of Pennsylvania
and shall in all respects be interpreted, enforced and governed under the laws of said state.

NY3 3093048.2
C-2


By: ________________________________ Date: _______________
Its: ________________________________

[PARTICIPANT]

By: _________________________________ Date: ________________

NY3 3094153.1
1
KEY EMPLOYEE RETENTION PLAN
with its subsidiaries, the Company) hereby establishes this Key Employee Retention Plan (the
Retention Plan) in accordance with the terms provided herein.
Section 1. Retention Plan Objective. The purpose of this Retention Plan is to establish a
new compensation program designed to promote the retention of key employees in order to
benefit from the skills, knowledge and experience of such key employees with respect to the
Companys businesses, with a view toward maximizing value for the Companys shareholders.
Section 2. Effective Date. The Retention Plan shall be effective on the date the
Companys Plan of Reorganization becomes effective (the Effective Date).
Section 3. Retention Pool. The retention pool shall be an amount equal to Six Million
One Hundred Thousand Dollars ($6,125,000) (the Retention Pool).
Section 4. Administration.
(a) The LTIP shall be administered by the Compensation Committee (the
Committee) of the Board of Directors of CFGI (the Board), which shall have
authority to delegate their administrative responsibilities, in whole or in part, under the
LITP to the most senior human resources officer of CFGI or such other officer or officers
designated by the Committee, including the Chief Executive Officer (CEO) and Chief
Operating Officer (COO) (any such persons acting in such administrative capacity,
collectively, the Administrator). The Administrator shall interpret the Retention Plan
and make all determinations required to be made hereunder, and all such determinations
shall be final, binding and conclusive; provided, however, that the Administrator shall in
all events have discretionary authority to make final determinations, which, if made, shall
be controlling. Each person acting as the Administrator shall be indemnified and held
harmless by the Company against and from (i) any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred in connection with or resulting from any
claim, action, suit, or proceeding to which the Administrator may be a party or in which
the Administrator may be involved by reason of any action taken or failure to act under
the Retention Plan or any Retention Agreements (as described below), and (ii) from any
and all amounts paid by the Company or paid by the Administrator in settlement thereof
with the Companys approval, or paid by the Administrator in satisfaction of any
judgment in any such claim, action, suit, or proceeding against the Administrator,
provided that the Administrator shall give CFGI an opportunity, at its own expense, to
handle and defend the same before the Administrator undertakes to handle and defend it
on the Administrators own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which any person acting as the
Administrator may be entitled under the Companys Articles of Incorporation or Bylaws,
by contract, as a matter of law, or otherwise, or under any power that the Company may
have to indemnify the Administrator or hold the Administrator harmless but shall be

NY3 3094153.1
2
subject to the same limitations as are set forth in the Companys Articles of Incorporation
and Bylaws with respect to the indemnification of directors and officers..
(b) The Administrator may in its sole discretion reallocate Retention Amounts (as
defined below) which are forfeited hereunder if such reallocation is approved by the
Compensation Committee of the Board of Directors of CFGI (the Board). No
Participant (as defined below) has a right to receive such a reallocated award until such
time as the Administrator acts to make such reallocation.
Section 5.Eligibility. Employees of the Company that are designated by the
Administrator (as described below) shall be eligible to participate in the Retention Plan (each a
Participant). Each Participant shall be eligible to receive a retention amount under the Plan
(the Retention Amount) and shall receive a Retention Agreement substantially in the form
attached hereto as Exhibit A (the Retention Agreement) that informs the Participant of his or
her designation as a participant in the Retention Plan and which sets forth the amount of the
Retention Amount and other terms and conditions of the Retention Amount. The Retention
Amount and the Retention Period (as defined in Exhibit A) designated for each Participant with
respect to the Retention Amount under the Plan shall be as set forth in the Key Employee
Retention Plan Summary, dated as of July 21, 2011 on file with the Administrator.
Section 6. Vesting of Retention Amount. The Retention Agreement shall set forth the
vesting criteria for each Participants Retention Amount.
Section 7. Payment of Retention Amount. Subject to the terms of the Retention Plan and
Retention Agreement, a Participant shall be paid the vested portion of the Retention Amount in a
lump sum cash payment on the date set forth in the Retention Agreement.
Section 8. Termination of Employment. Except as otherwise provided in a Participant's
Retention Agreement, a Participant must remain employed with Company through the applicable
payment date for the Participant's Retention Amount (or portion thereof) in order to be entitled to
receive such Retention Amount (or such portion). The Retention Agreement shall set forth the
treatment of the Retention Amount upon a Participants termination of employment.
Section 9. Release. Any obligation of the Company to make any payment of the
Retention Amount or any vested portion of the Retention Amount shall be conditioned upon the
Participants execution of a release and waiver of claims in substantially the form attached hereto
as Exhibit B (the Release) and the irrevocability of the Release no later than the payment date
for such vested portion.
Section 10. Funding of Program. Payments under this Retention Plan shall be paid by
the Company or one of its subsidiaries, from the general assets of the Company; provided that no
officer or employee of the Company shall be personally liable in the event the Company is
unable to make any payments under the Retention Plan due to a lack of, or inability to access,
funding or financing, legal prohibition (including statutory or judicial limitations) or failure to
obtain any required consent.

NY3 3094153.1
3
Section 11. Impact on Benefit Plans. Payment of the Retention Amount shall be in
addition to any payments that a Participant may be entitled to under any of the Companys other
compensation or benefit plans or agreements.
Section 12. Assignment. No Participant having a benefit under this Retention Plan or
any Retention Agreement may assign, transfer or in any other way alienate the benefit, nor shall
any benefit under this Retention Plan or any Retention Agreement be subject to garnishment,
attachment, execution or levy of any kind.
terminate the Retention Plan at any time. Notwithstanding the foregoing, no amendment or
termination shall adversely affect any Retention Amount of a Participant granted prior to the date
such amendment or termination is adopted.
Section 14. Continued Service. The Retention Plan and any Participants designation as
a participant in the Retention Plan does not, and is in no manner intended to constitute, a promise
of employment or continued service for any period of time or to change a Participants status, if
applicable, as an at will employee subject to termination at any time and for any reason.
Section 15. Taxes. All payments made pursuant to the Retention Plan shall be subject to
applicable tax withholding and other applicable payroll deductions as determined by the
Company. To the extent not covered by withholding or payroll deductions, each participant shall
be responsible for the payment of all income, payroll and other taxes payable by such Participant
under applicable law with respect to such Participants Retention Amount.
Section 16. Section 409A. The Retention Plan and any Retention Agreement are
intended to be exempt from Section 409A of the of the Internal Revenue Code of 1986 (the
Code) and shall be administered and interpreted in accordance with the short term deferral
exemption under Section 409A of the Code.
Section 17. Severability. If any provision of the Retention Plan is determined to be
invalid or unenforceable, in whole or in part, this determination shall not affect any other
provision of the Retention Plan and the provision in question shall be modified as to be rendered
enforceable in a manner consistent with intent of the parties insofar as possible. Any waiver of
or breach of any of the terms of the Retention Plan shall not operate or be construed as a waiver
of any other breach of such terms or conditions or of any other terms and conditions, nor shall
any failure to enforce any provision hereof operate or be construed as a waiver of such provision
or of any other provision.
Section 18. Governing Law. This Retention Plan shall be governed by and interpreted in
law provisions.

NY3 3094153.1
4
The Company has approved this Retention Plan as of [Date].


William Gallagher
President & Chief Executive Officer

Theresa Tavernier
Vice President

NY3 3094153.1
A-1

EXHIBIT A
RETENTION AGREEMENT
[PARTICIPANT NAME]

[ADDRESS]
[DATE]

retention amount as specified below under the Key Employee Retention Plan (the Retention
Plan) as set forth in this Retention Agreement (this Agreement).
1. Definitions. All capitalized terms used in this Agreement that are not herein
defined shall have the meanings ascribed to such terms in the Retention Plan,
and the Retention Plan is incorporated by reference herein for all purposes.
2. Retention Amount. Subject to the provisions of the Retention Plan and this
Agreement, you shall be eligible to receive a retention bonus in an amount
equal to $[] (the Retention Amount) to be paid in accordance with
Paragraph 4 of this Agreement.
3. Vesting of Retention Amount.
(a) Your award retention period for purposes of this Agreement shall begin on
the Effective Date and end on [Participant target end date] (the Retention
Period).
(b) Subject to Sections 4 and 5 below, your Retention Amount shall vest in
the applicable percentages (each, a Retention Amount Percentage) and
on the applicable dates specified in the table below if you are continuously
employed by the Company on the respective applicable dates (each such
date, the Service Vesting Date):
(i)
1

1
This table will be applicable to Participants with retention periods ending 1/1/14 through 12/31/14.
Retention Amount
Percentage
Service Vesting Date
33% 12/31/12
NY3 3094153.1
A-2

(ii)
2

(iii)
3

4. Payment of Retention Amount. The Retention Amount Percentage of the
Retention Amount shall be payable to you within thirty (30) days following the
Service Vesting Date (the actual date of payment of a Retention Amount or
portion thereof, the Payment Date), but only if (i) you are employed by the
Company on the Payment Date and (ii) the Release has become irrevocable
before the Payment Date by such date.
5. Termination of Employment.
(a) Notwithstanding the requirements of Section 4 above, if your employment
is terminated by the Company without Cause (as defined below) at any
time following the date of this Agreement, your Retention Amount shall
become one hundred percent (100%) vested and you shall be entitled to
receive any then unpaid portions of the Retention Amount within thirty
(30) days following your termination of employment provided that the
Release has become irrevocable no later than the Payment Date.
(b) If your employment with the Company terminates prior to the Service Vesting Date for
any other reason other than a termination by the Company without Cause, including death
or disability, you shall forfeit the amount of any unvested portion of your Retention
Amount that has not been paid as of the date of such termination. If your employment is

2
This table will be applicable to Participants with retention periods ending from 1/1/13 to 12/31/13.
3
This table will be applicable to Participants with retention periods ending from 1/1/12 to 12/31/12.
33% 12/31/13
34%
Earlier of (i)12/31/14 or
(ii) target end date
Retention Amount
Percentage
50% 12/31/12
50%
Retention Amount
Percentage
100%
NY3 3094153.1
A-3
terminated after the Service Vesting Date but prior to the Payment Date by the Company
for Cause or by you voluntarily, you shall forfeit any vested but unpaid portion of your
Retention Amount; provided, however, for purposes of this sentence only, the definition
of Cause in section 5(c) shall not include clause (i) thereof.
(c) Cause shall mean (i) your willful and continued failure (except where
due to a physical or mental incapacity) to substantially perform your
material duties with respect to the Company which continues beyond ten
(10) days after a written demand for substantial performance is delivered
to you by the Company (such ten-day period, the Cure Period); (ii) any
gross misconduct of yours that causes material and demonstrable injury,
monetarily or otherwise, to the Company or any affiliate; (iii) your
conviction of, or plea of guilty or nolo contendere to, the commission of
(x) a felony or (y) any misdemeanor involving theft, fraud,
misappropriation or moral turpitude (other than in connection with any
traffic violations); (iv) your disqualification or bar by any governmental or
self-regulatory authority from serving in your position with the Company
or your loss of any governmental or self-regulatory license that is
reasonably necessary for you to perform your material duties with respect
to the Company in any such case, as a result of your misconduct; (v) your
willful obstruction of, or willful failure to cooperate with (except where
due to a physical or mental incapacity), any investigation authorized by
the Administrator; provided that you exercise your constitutional rights
under the Fifth Amendment of the United States Constitution in the event
of any criminal investigation of you shall not be treated as obstruction of
or failure to cooperate with any such investigation; (vi) your material
breach of the Companys written code of conduct and business ethics,
which breach is customarily punishable by termination of employment or
service by the Company; or (vii) a material breach by you of the restrictive
covenants applicable to you pursuant to any agreement between you and
the Company, if any, which continues beyond the Cure Period (to the
extent that, in the Administrators reasonable judgment, such breach can
be cured).
6. Section 409A. The Retention Plan and any Retention Agreement are intended
to be exempt from Section 409A of the of the Internal Revenue Code of 1986
(the Code) and shall be administered and interpreted in accordance with the
short term deferral exemption under Section 409A of the Code.
7. Continued Employment or Service. This Agreement does not, and is in no
manner intended to constitute, a promise of employment or continued service
for any period of time or to change your status, if applicable, as an at will
employee subject to termination at any time and for any reason.
8. Entire Agreement. This Agreement and the Retention Plan constitute the
complete, final and exclusive embodiment of the terms and conditions of the
Retention Amount. Except as provided for in this Agreement and the Retention
NY3 3094153.1
A-4
Plan, there are no representations, plans, arrangements, or understandings, oral
or written, between or among you and the Company relating to the subject
9. Assignment. No Participant having a benefit under this Agreement may assign,
transfer or in any other way alienate the payment, nor shall any benefit under
the Retention Plan, including the payment under this Agreement, be subject to
10. Taxes. All payments made pursuant to the Retention Plan shall be subject to
applicable tax withholding and other applicable payroll deductions as
determined by the Company. To the extent not covered by withholding or
payroll deductions, each participant shall be responsible for the payment of all
income, payroll and other taxes payable by such Participant under applicable
law with respect to such Participants Retention Amount.
11. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Pennsylvania, without regard
to its conflicts of law provisions.
AGREED AND ACCEPTED


By: ________________________________ Date: _______________
Its: ________________________________

[PARTICIPANT NAME]

By: _________________________________ Date: ________________

NY3 3094153.1
B-1
EXHIBIT B
FORM OF RELEASE AND WAIVER OF CLAIMS
[DATE]
[PARTICIPANT NAME]
This letter (this Agreement) is made and entered into between you and CAPMARK
FINANCIAL GROUP INC. debtor in possession (CFGI and, together with its subsidiaries, the
Company) with respect to your retention amount payment under the Key Employee Retention
Plan (the Retention Plan).
have the meanings ascribed to such terms in the Retention Plan.
2. You and the Company agree that you are entitled to $[] as your [Retention
Amount/ Retention Amount Percentage]. You will receive this payment as outlined in your
Retention Agreement and in accordance with the terms and conditions of the Retention Plan.
affiliates, directors, officers, employees and agents, (the Releasees), from any and all actions,
with respect to the Retention Amount or Retention Amount Percentage, and this Agreement shall
constitute a release of all such claims, as they relate to the Retention Amount or Retention
Amount Percentage.
of this Agreement and their legal effects and (b) expressly represent and warrant that you are
any statement or representation of the Company or its Releasees (c) you have been advised to
seek advice from you own tax counsel, and (d) you are responsible for payment of all taxes
and shall in all respects be interpreted; enforced and governed under the laws of said state.

NY3 3094153.1
B-2


By: ________________________________ Date: _______________
Its: ________________________________

[PARTICIPANT]

By: _________________________________ Date: ________________

NY3 3093048.2
1
LONG TERM INCENTIVE PLAN (Bank)
with its subsidiaries, the Company) hereby establishes this LONG TERM INCENTIVE PLAN
(Bank) (the LTIP) in accordance with the terms provided herein.
Section 1. LTIP Objective. The Companys main purpose for establishing this LTIP is
to align the interests of key managers of Capmark Bank (the Bank) with CFGIs interests by
providing financial incentives tied to the achievement of business unit financial targets with a
view toward maximizing shareholder value.
Section 2. Effective Date. The LTIP shall be effective as of the date of consummation of
the Companys Plan of Reorganization (the Effective Date); provided that no awards shall be
made hereunder to any employee of the Bank until either (i) all required approvals of this LTIP
from applicable bank regulatory authorities have been obtained, or (ii) the Company shall have
determined that no approvals from bank regulatory authorities are required.
Section 3. Administration. The LTIP shall be administered by the Compensation
Committee (the Committee) of CFGIs Board of Directors (the Board), which shall have
authority to delegate its administrative responsibilities under the LITP, in whole or in part, to the
most senior human resources officer of CFGI or such other officer or officers designated by the
Committee, including the Chief Executive Officer (the CEO) and the Chief Operating Officer
(the COO) (any such persons acting in such administrative capacity, collectively, the
Administrator). The Administrator shall interpret the LTIP and make all determinations
required to be made hereunder, and all such determinations shall be final, binding and
conclusive. Each person acting as the Administrator shall be indemnified and held harmless by
CFGI against and from (i) any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred in connection with or resulting from any claim, action, suit, or proceeding to
which the Administrator may be a party or in which the Administrator may be involved by
reason of any action taken or failure to act under the LTIP or any LTIP Award Notices, and (ii)
from any and all amounts paid by the CFGI or paid by the Administrator in settlement thereof
with the CFGIs approval, or paid by the Administrator in satisfaction of any judgment in any
such claim, action, suit, or proceeding against the Administrator, provided that the Administrator
shall give CFGI an opportunity, at its own expense, to handle and defend the same before the
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which any person acting as the Administrator may be entitled under CFGIs Articles of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that
CFGI may have to indemnify the Administrator or hold the Administrator harmless, but shall be
subject to the same limitations as are set forth in CFGIs Articles of Incorporation and Bylaws
with respect to indemnification of officers and directors.
Section 4. Eligibility. The Administrator shall designate those employees of the
Company who are eligible to participate in the LTIP (each a Participant) and shall provide to
each such Participant a notice of award substantially in the form attached hereto as Exhibit B (the
LTIP Award Notice) that informs the Participant of his or her designation for participation in
NY3 3093048.2
2
the LTIP. As used herein LTIP Award means an award pursuant to an LTIP Award Notice.
The names of the initial Participants and the applicable Award Amount for each of them shall be
as set forth in the LTIP Award Summary dated as of July 21, 2011 on file with the
Administrator.
Section 5. LTIP Bonus Pool; Proceeds Target Amount; LTIP Awards.
(a) CFGI shall establish, for the benefit of Participants, a long-term incentive award
pool in an amount equal to Six Million Eight Hundred Forty-Nine Thousand U.S. Dollars (US
$6,849,000) in the aggregate, for achievement by the Company of One Hundred Percent (100%)
of the Proceeds Target Amount (as defined below) of Bank Equity Proceeds (as defined below),
which pool amount shall increase or decrease based upon the amount of Bank Equity Proceeds
achieved by the Company (such actual aggregate pool amount, the LTIP Pool Amount). The
target amount of Bank Equity Proceeds is $1,419,000,000 (the Proceeds Target Amount). The
amount of Bank Equity Proceeds achieved by the Company shall be determined on a Discounted
Present Value Basis (as defined below), in accordance with the methodology set forth herein.
(b) The Administrator shall determine the target award allocable to a Participant (the
Target Award Amount), which shall be set forth in the Participants LTIP Award Notice. The
actual amount payable to a Participant (the Payment Amount) shall be determined by adjusting
the Target Award Amount of a Participant as set forth in Exhibit A hereto and the Participants
LTIP Award Notice depending upon the amount of Bank Equity Proceeds achieved by the
Company.
(c) The Administrator may in its sole discretion reallocate LTIP Awards which are
forfeited hereunder if such reallocation is approved by the Committee. No Participant has a right
to receive such a reallocated award until such time as the Administrator acts to make such
reallocation.
Section 6. LTIP Performance Period; Determination of Performance Level.
The level of achievement of Bank Equity Proceeds shall be determined for the period
commencing on the Effective Date and ending on December 31, 2014 (the LTIP Performance
Period); provided, however, that if a Change in Control occur the LTIP Performance Period
shall be deemed to have ended on the date that the Change in Control is consummated. Any
determination under this Section 6 shall be made by the Administrator, who shall be entitled to
rely on the advice of such advisers, service providers and other persons in making such
determination as the Administrator in its discretion deems necessary or appropriate. Such
determination shall be made as soon as practical following the expiration of the LTIP
Performance Period (or the consummation of a Change in Control if such consummation occurs
on a date prior to December 31, 2014) and shall be made in sufficient time so that payments of
LTIP Awards may be made by the required date of payment under Section 9 below.
Section 7. Determination of Performance Levels Definitions. For purposes of
determining whether LTIP Awards have been earned for the LTIP Performance Period, the
following definitions shall apply:
NY3 3093048.2
3
(a) Bank Equity Proceeds shall mean, the aggregate amount (without duplication)
of (i) cash dividends and distributions paid to CFGI by the Bank; plus (ii) the aggregate Fair
Value (as defined below) of dividends and distributions of non-cash assets paid to CFGI by the
Bank on or after the Effective Date (In-Kind Distributions), plus (iii) the amount of cash plus
the Fair Value of any non-cash consideration received by CFGI in respect of the sale of any
stock of the Bank, plus (iv) the amount of cash plus the Fair Value of any non-cash consideration
received by CFGI in respect of the Bank in connection with any Change in Control (as defined
below), including, without limitation, any stock of the Bank retained by CFGI; plus (v) the Fair
Value of the stock of the Bank held by CFGI on December 31, 2014 if no Change in Control has
occurred prior to that date.
(b) Fair Value shall mean, (i) with respect to In-Kind Distributions, the fair value
of the assets distributed as determined by an independent financial expert appointed by the Board
(the IFE) applying the same methodology under generally accepted accounting principles for
determining fair value as utilized by the Bank in the preparation of its financial statements (for
assets held by the Bank at fair value), consistently applied, and (ii) with respect to other non-
cash consideration, the fair value of such consideration as of the date such consideration is
received by CFGI (or such other date that is specified in this LTIP), as determined by the IFE.
The selection of the IFE shall be made in consultation with the Board of Directors of the Bank
(the Bank Board). The Fair Value of all stock of the Bank held by CFGI on the earlier of (i)
the date of consummation of a Change in Control or (ii) December 31, 2014 (such earlier date
being the Measurement Date), shall be treated as having been sold on the Measurement Date
for an amount equal to the Fair Value of such assets on such date (which amount shall be deemed
to be Bank Equity Proceeds). In the case of a Change in Control, the Fair Value of any non-cash
consideration received shall be determined as of the date of the consummation of the Change in
Control. In the event of a Change in Control involving assets or operations in addition to the
Bank, the consideration received in respect of such Change in Control shall be allocated among
the total assets included in the transaction as determined by the IFE. A copy of any final report
of the IFE shall be provided to the Board and the Bank Board.
(c) Discounted Net Present Value shall mean the discounted net present value of
Bank Equity Proceeds received on or after the Effective Date, determined by discounting the
amount of Bank Equity Proceeds from the date of receipt to June 30, 2011 using a discount rate
of 10.3% per annum, measured quarterly.
Section 8. Payment Conditions. The following shall apply in determining a Participants
right to receive payment under his or her LTIP Award:
(a) A Participant shall be entitled to receive payment of the Payment Amount if Bank
Equity Proceeds equal to at least eighty-five percent (85%) of the Proceeds Target Amount have
been achieved as of December 14, 2014. If Bank Equity Proceeds equal to less than eighty-five
percent of the Proceeds Target Amount have been achieved as of December 31, 2014, then the
Participants LTIP Award shall be forfeited and of no effect, except as provided in Section 8(b).
(b) Notwithstanding Section 8(a), the Participant shall be entitled to receive payment
of the Payment Amount if (i) a Change of Control is consummated prior to December 31, 2014,
and (ii) the sum of (A) the amount of Bank Equity Proceeds received by CFGI or its shareholders
NY3 3093048.2
4
in such Change in Control transaction, plus (B) the amount of Bank Equity Proceeds received by
CFGI prior to the date of consummation of the Change in Control (without duplication), equals
at least eighty-five percent (85%) of the Proceeds Target Amount. If Bank Equity Proceeds
equal to less than eighty-five percent of the Proceeds Target Amount have been achieved as of
date of consummation of a Change in Control, then the Participants LTIP Award shall be
forfeited and of no effect.
(c) Notwithstanding Sections 8(a) and 8(b), if (i) a Participants employment with the
Company is terminated for Cause at any time prior to the time the Payment Amount is payable to
such Participant, or (ii) the Participant resigns from the Company or otherwise voluntarily
terminates his or her employment with the Company prior to the Measurement Date, the
Participants LTIP Award shall be forfeited as of the date of such termination and shall be of no
effect, provided that, following the Measurement Date, the definition of Cause shall be deemed
to exclude clause (i) thereof.
(d) For purposes of the LTIP, a Change in Control shall mean the occurrence of
any of the following:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Bank taken as a whole, to any person or
Bank;
power represented by the issued and outstanding capital stock of the Bank; or
the directors who constituted the Board at the Effective Date, and such replacement shall not
have been approved by a vote of at least a majority of the respective Board, as the case may be,
then still in office who either were members of such Board at the beginning of such period or
whose election as a member of such Board was previously so approved.
(e) For purposes of the LTIP, Cause shall have the meaning assigned to such term
in the respective Participants written employment agreement with the Company, and if no such
agreement exists, then shall mean any of the following: (i) a Participants willful and continued
failure (except where due to a physical or mental incapacity) to substantially perform the
Participants material duties with respect to the Company which continues beyond ten (10) days
after a written demand for substantial performance is delivered to the Participant by the
Company (such ten (10) day period, the Cure Period); (ii) any gross misconduct of the
Participant that causes material and demonstrable injury, monetarily or otherwise, to the
NY3 3093048.2
5
Company or any affiliate thereof; (iii) the Participants conviction of, or plea of guilty or nolo
contendere to, the commission of (x) a felony or (y) any misdemeanor involving theft, fraud,
misappropriation or moral turpitude (other than in connection with any traffic violations); (iv)
the Participants disqualification or bar by any governmental or self-regulatory authority from
serving in the Participants position with the Company or the Participants loss of any
governmental or self-regulatory license that is reasonably necessary for the Participant to
perform the Participants material duties with respect to the Company in any such case, as a
result of the Participants misconduct; (v) the Participants willful obstruction of, or willful
failure to cooperate with (except where due to a physical or mental incapacity), any investigation
authorized by the Board or the Bank Board; provided, however, that the Participants exercise of
the Participants constitutional rights under the Fifth Amendment of the United States
Constitution in the event of any criminal investigation of the Participant shall not be treated as
obstruction of or failure to cooperate with any such investigation; (vi) the Participants material
breach of the Companys written code of conduct and business ethics, which breach is
customarily punishable by termination of employment or service by the Company; or (vii) a
material breach by the Participant of the restrictive covenants applicable to the Participant
pursuant to any agreement between the Participant and the Company, if any, which continues
beyond the Cure Period (to the extent that, in the Boards reasonable judgment, such breach can
be cured).
Section 9. Payment of LTIP Awards. Subject to the Release as provided below, the
Payment Amount to which a Participant is entitled shall be paid on the earlier of (i) the last
normal payroll date of the Company prior to March 15, 2015, or (ii) within sixty (60) days
following a Change in Control. Any obligation of the Company to make any payment of an
LTIP Award shall be conditioned upon the Participants execution of a release and waiver of
claims in substantially the form attached hereto as Exhibit C (the Release) and the
irrevocability of such Release prior to the applicable payment date.
Section 10. Funding of Program. Payments under this LTIP shall be paid by the
Company or one of its subsidiaries, from the general assets of the Company; provided that no
member, officer or employee of the Company shall be personally liable in the event the
Company is unable to make any payments under the LTIP due to a lack of, or inability to access,
funding or financing, legal prohibition (including regulatory, statutory or judicial limitations) or
failure to obtain any required consent.
Section 11. Impact on Benefit Plans. Payments under the LTIP shall be considered as
earnings for purposes of the Companys qualified retirement plans or any other retirement or
benefit plan to the extent provided therein.
Section 12. Assignment. No Participant having a benefit under this LTIP may assign,
transfer or in any other way alienate the benefit, nor shall any benefit under this LTIP be subject
to garnishment, attachment, execution or levy of any kind.
terminate the LTIP at any time. Notwithstanding the foregoing, no amendment or termination
shall adversely affect any LTIP Award of a Participant granted prior to the date such amendment
or termination is adopted.
NY3 3093048.2
6
Section 14. Continued Service. The LTIP and any Participants selection as a participant
in the LTIP does not, and is in no manner intended to constitute, a promise of employment or
continued service for any period of time or to change a Participants status, if applicable, as an at
will employee subject to termination at any time and for any reason.
Section 15. Taxes. All payments made pursuant to the LTIP and any LTIP Award
Notice shall be subject to applicable tax withholding and other applicable payroll deductions as
determined by the Company. Each Participant shall be responsible for the payment of all
income, payroll and other taxes payable by such Participant under applicable law with respect to
such Participants LTIP Award.
Section 16. Section 409A. The LTIP and any LTIP Award Notice are intended to meet
the requirements of Section 409A of the Internal Revenue Code of 1986 (the Code), to the
extent that the LTIP Award is subject thereto, and shall be interpreted and construed with that
intent. The Company is not responsible for providing tax advice to any Participant and no
communications from the Company to a Participant concerning this LTIP shall constitute tax
advice.
Section 17. Severability. If any provision of the LTIP is determined to be invalid or
unenforceable, in whole or in part, this determination shall not affect any other provision of the
LTIP and the provision in question shall be modified as to be rendered enforceable in a manner
consistent with intent of the parties insofar as possible. Any waiver of or breach of any of the
terms of the LTIP shall not operate or be construed as a waiver of any other breach of such terms
or conditions or of any other terms and conditions, nor shall any failure to enforce any provision
hereof operate or be construed as a waiver of such provision or of any other provision.
Section 18. Governing Law. This LTIP shall be governed by and interpreted in
law provisions.

The Company has approved this LTIP as of [Date].


William Gallagher
Chief Executive Officer

Theresa Tavernier
Vice President

NY3 3093048.2
A-1
EXHIBIT A

A Participant shall earn seventy-five percent (75%) of his or her Target Award Amount (the
Threshold Amount) upon achievement by the Company of Bank Equity Proceeds equal to at
least eighty-five percent (85%) of the Proceeds Target Amount, determined as of the
Measurement Date.

The amount payable to a Participant under his or her LTIP Award will increase from the
Threshold Amount upon achievement of increased Bank Equity Proceeds above eighty-five
percent (85%) of the Proceeds Target Amount as follows:

(i) by 1.67% of the Target Award Amount for each 1% of Bank Equity Proceeds above 85% up
to 100% of the Proceeds Target Amount; (ii) by 3.0% of the Target Award Amount for each 1%
of Bank Equity Proceeds above 100% up to 110% of the Proceeds Target Amount; (iii) by 4.0%
of the Target Award Amount for each 1% of Bank Equity Proceeds above 110% up to 120% of
the Proceeds Target Amount; and (iv) by 5.0% of the Target Award Amount for each 1% of
Bank Equity Proceeds above 120% of the Proceeds Target Amount.

NY3 3093048.2
B-1
EXHIBIT B
LTIP AWARD NOTICE
[PARTICIPANT NAME]

[ADDRESS]
[DATE]

long-term incentive award under the Long Term Incentive Plan (the LTIP) as set forth in this
LTIP Award Notice (this Notice).
1. Definitions. All capitalized terms used in this Notice that are not herein defined
shall have the meanings ascribed to such terms in the LTIP, and the LTIP is incorporated by
reference herein for all purposes.
2. Proceeds Target Amount. Your award under the LTIP relates to Capmark Bank,
and your Proceeds Target Amount is $1,419,000,000 of Bank Equity Proceeds. The amount of
Bank Equity Proceeds achieved shall be determined as provided in the LTIP.
3. Target Award Amount. Subject to the terms, conditions and provisions of the
LTIP and this Notice, your Target Award Amount is $__________. The amount actually
payable to you under your LTIP Award (the Payment Amount) shall be determined in
accordance with the terms of Exhibit A to the LTIP based on the amount of Bank Equity
Proceeds achieved by the Company. The Payment Amount shall be payable in accordance with
the terms and conditions of the LTIP.
4. Continued Employment or Service. This Notice does not, and is in no manner
intended to constitute, a promise of employment or continued service for any period of time or to
change your status, if applicable, as an at will employee subject to termination at any time and
for any reason.
5. Confidentiality. You agree to keep the existence and the terms of your LTIP
Award Notice strictly confidential. Unless required by law, you will not discuss, or disclose to
any person the existence or terms of this Notice. You, however, may discuss the existence and
terms of this Notice with your spouse, lawyer, or financial advisor or with other persons as
reasonably necessary in connection with personal financial or professional matters. This
confidentiality obligation shall survive termination of this LTIP and your LTIP Award payment.
6. Entire Agreement. This Notice and the LTIP constitute the complete, final and
exclusive embodiment of the terms and conditions of your award under the LTIP. Except as
provided for in this Notice and the LTIP, there are no representations, plans, arrangements, or
understandings, oral or written, between or among you and the Company relating to the subject

NY3 3093048.2
B-2
7. Assignment. You may not assign, transfer or in any other way alienate any
payment, nor shall any benefit under the LTIP, including the LTIP Target Award Amount or any
higher amount you are eligible to receive under the LTIP or this Notice, be subject to
8. Taxes. All payments made pursuant to the LTIP and any LTIP Award Notice
shall be subject to applicable tax withholding and other applicable payroll deductions as
determined by the Company. To the extent not covered by withholding or payroll deductions,
you shall be responsible for the payment of all income, payroll and other taxes payable by you
under applicable law with respect to your LTIP Award.
9. Governing Law. This Notice shall be governed by and interpreted in accordance
with the internal laws of the State of Pennsylvania, without regard to its conflicts of law
provisions.
AGREED AND ACCEPTED


By: ________________________________ Date: _______________
Its: ________________________________

[PARTICIPANT NAME]

By: _________________________________ Date: ________________

NY3 3093048.2
C-1
EXHIBIT C
FORM OF LTIP RELEASE AND WAIVER OF CLAIMS
[DATE]
[PARTICIPANT NAME]
This letter (this Agreement) between you and CAPMARK FINANCIAL GROUP INC.
debtor in possession (CFGI and, together with its subsidiaries, the Company) shall confirm
your right to payments under the CFGIs Long Term Incentive Plan (Bank) (the LTIP), and the
LTIP Award Notice, dated [DATE] (the Notice).
have the meanings ascribed to such terms in the LTIP.
2. You and the Company agree that you are entitled to $[] (the Payment
Amount) in full satisfaction of any and all amounts payable to you pursuant to the LTIP and the
Notice. You will receive this payment of the Payment Amount as outlined in the LTIP and in the
Notice and in accordance with the terms and conditions of the LTIP.
affiliates, directors, officers, employees and agents (the Releasees), from any and all actions,
with respect to the LTIP Award, and this Agreement shall constitute a release of all such claims,
as they relate to the LTIP Award.
of this Agreement and their legal effects and (b) expressly represent and warrant that (i) you are
any statement or representation of the Company or its Releasees, (ii) you have been advised to
seek advice from your own tax counsel, and (iii) you are responsible for payment of all taxes
and shall in all respects be interpreted, enforced and governed under the laws of said state.

NY3 3093048.2
C-2


By: ________________________________ Date: _______________
Its: ________________________________

[PARTICIPANT]

By: _________________________________ Date: ________________

NY3 3093639.1
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of [DATE] (the Effective Date) by and
between Capmark Financial Group Inc. debtor in possession (together with its and successors
and assigns, the Company), and [EXECUTIVE] (the Executive).
WITNESSETH:
WHEREAS, the Company has employed the Executive and desires to continue to employ
the Executive upon the terms and conditions set forth herein; and
WHEREAS, the Executive desires to continue such employment with the Company and
to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which is mutually
acknowledged, the Company and the Executive (each individually a Party and together the
Parties) agree as follows:
1. EMPLOYMENT.
The Company agrees to employ the Executive and the Executive agrees to
provide services to the Company from the Effective Date until the fourth (4
th
) anniversary of the
Effective Date, subject to automatic renewal for successive one (1) year terms unless either party
delivers 45 days written notice of non-renewal.
2. TITLE AND DUTIES.
The Executive shall serve as [Chief Executive Officer/Chief Operating Officer]
and shall perform such duties and responsibilities as are assigned to him from time to time by the
[REPORTING RELATIONSHIP], to whom he shall report. Such duties and responsibilities
of the Executive shall be those which are customary and consistent with the Executives position
as [POSITION] of the Company. The Executive shall devote substantially all of his business
time and attention (except for periods of vacation or absence due to illness), and his best efforts,
abilities, experience, and talent to the position of [POSITION].
3. COMPENSATION AND BENEFITS.
(a) Base Compensation. During the Employment Term, the Executive shall
be paid an annualized salary, payable in accordance with the regular payroll practices of the
Company equal to Seven Hundred Fifty Thousand Dollars $750,000 per annum (the Base
Salary).
(b) Incentive Bonus. During the Employment Term, the Executive shall be
entitled to participate in all incentive compensation plans and programs maintained by the
Company and applicable generally to senior executives of the Company in accordance with the
terms thereof. Without limiting the foregoing, for each calendar year of the Company ending
within the Employment Term, the Executive shall be eligible to receive an annual cash bonus in
NY3 3093639.1
2
a target amount of Five Hundred Thousand Dollars ($500,000) (the Annual Bonus). The
Annual Bonus will be based on the achievement of certain performance goals and objectives
during the Companys fiscal year as determined by the Board of Directors of the Company (the
Board). The achievement of any goal or objective shall be determined by the Board in good
faith and in its discretion. The Annual Bonus for a fiscal year shall be paid to the Executive in
the fiscal year following the year in which such Annual Bonus was earned but no later than
March 15 of such following year. Notwithstanding the foregoing, the Executive shall not be
awarded benefits under the Long-Term Incentive Compensation Plan or the Retention Plan
adopted by the Company in connection with its Plan of Reorganization filed with the bankruptcy
court.
(c) Equity Grants. During the Employment Term, the Executive shall be
entitled to participate in all the equity compensation plans maintained by the Company and
applicable generally to senior executives of the Company in accordance with the terms thereof.
Upon the effective date of the Companys Plan of Reorganization (POR Date), the Executive
shall receive a grant of shares of restricted Company common stock at a value of Five Million
Dollars ($5,000,000) subject to the terms and conditions of [the Company Equity Incentive Plan]
and an individual restricted stock award agreement governing such grant. The value of the
Company common stock for purposes of such grant shall be determined based upon the equity
value such Company common stock set forth in the Companys Plan or Reorganization
Disclosure Statement. Distributions and dividends on the restricted stock will be escrowed from
the date of the initial grant for the benefit of the Executive and shall vest and become payable
pursuant to the vesting schedule set forth in Section 3(c). Such shares of restricted stock shall
vest 25% on each of 12/31/2011, 12/31/2012, 12/31/2013 and 12/31/2014, provided the
Executive is employed by the Company on such respective dates except as otherwise provided in
Section 5(f). In addition, such shares of restricted stock shall become fully vested upon the
occurrence of a Change in Control (as defined below). The Company shall cause the applicable
restricted stock agreement governing such grant of shares of restricted stock to reflect the terms
and conditions set forth in this Section 3(c) and Section 5(f). The term Change in Control,
with respect to such grant of shares of restricted stock, shall mean the occurrence of any of the
following:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company taken as a whole, to any person or
Company;
power represented by the issued and outstanding capital stock of the Company; or
NY3 3093639.1
3
the directors who constituted the Board at the POR Date, and such replacement shall not have
been approved by a vote of at least a majority of the respective Board, as the case may be, then
still in office who either were members of such Board at the beginning of such period or whose
election as a member of such Board was previously so approved.
(d) Employment Benefit Plans. During the Employment Term, the Executive
shall be entitled to participate in such employee benefit plans and programs and perquisites of
the Company as are made available to the Companys senior level executives or to its employees
generally, as such plans or programs may be in effect from time to time and subject to the right
of the Company, in its sole discretion, to modify and/or terminate any such plans at any time,
including, without limitation, health, medical, dental long-term disability, profit sharing and
travel accident and life insurance plans.
(e) Vacation. During the Employment Term, the Executive shall be entitled
to six (6) weeks of paid vacation per fiscal year of the Company.
4. REIMBURSEMENT OF EXPENSES.
In addition to the compensation provided for under Section 3 hereof, the
Company shall promptly reimburse the Executive for all reasonable business expenses incurred
by the Executive during the Employment Term in the ordinary course of business and otherwise
incurred in connection with the Executives fulfillment of the Executives professional
responsibilities to the Company in accordance with the then existing policies and procedures of
the Company. For purposes of satisfying Section 409A of the Internal Revenue Code of 1986, as
amended (the Code), the parties agree that the amounts reimbursed hereunder for one calendar
year shall not affect the amounts reimbursed for other calendar years, and reimbursement
payments, if any, shall in all events be made no later than the end of the calendar year following
the calendar year in which the applicable business expense is incurred.
5. TERMINATION BENEFITS.
(a) Notice of Termination/Termination Date. Any termination of employment
by the Company or by the Executive under this Section 5 shall be communicated by a written
notice to the other party hereto indicating the specific termination provision in this Agreement
relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a
basis for the termination of employment under the provision so indicated, and specifying a
Termination Date as provided for in this Agreement (a Notice of Termination). The
Termination Date shall be (i) pursuant to Section 5(c) in the case of death, the date of death of
the Executive; (ii) pursuant to Section 5(c) if the Executive is terminated as a result of disability,
the date specified in the Notice of Termination; (iii) if the Executive terminates his employment
pursuant to Section 5(d), the end of the applicable ten (10) day notice period or, if earlier, the
date the Executive ceases to perform services for the Company if the Executive does not give
Notice of Termination or if the Company waives such notice; (iv) pursuant to Section 5(e), the
date on which the Notice of Termination is given to the Executive; and (v) pursuant to Section
5(f), the date specified in the applicable Notice of Termination.
NY3 3093639.1
4
(b) Accrued Benefits. Upon the Executives termination of employment for
any reason, the Executive shall be entitled to receive (i) Base Salary earned for services rendered
by the Executive through the Termination Date which shall be paid within five (5) days of the
Termination Date; (ii) any earned but unpaid bonus due the Executive for the fiscal year prior to
the fiscal year of the Termination Date paid in accordance with the terms and conditions of such
bonus plan, provided that no such unpaid bonus shall be payable if the Executives employment
is terminated by the Company for Cause (excluding clause (1) of the definition of Cause) or by
the Executive voluntarily; (ii) any unpaid expense reimbursement owed to the Executives under
Section 4 which shall be paid within thirty (30) days of the Termination Date; and (iii) any
amount earned, accrued and arising from the Executives participation in, or benefits accrued
under any Company employee benefit plan or arrangement, which amounts shall be payable in
accordance with the terms and conditions of such employee benefit plans and arrangements (the
Accrued Benefits). In addition, and notwithstanding any provision of this Agreement to the
contrary, as part of the Accrued Benefits hereunder, the Executive shall be entitled to continue
as the owner of any shares of restricted stock granted pursuant to Section 3(c) that have vested
prior to the Date of Termination for any reason.
(c) Termination of Employment Due to Death or Permanent Disability. The
Employment Term shall be terminated immediately upon the death or disability (as such term is
defined under the Companys long-term disability plan) of the Executive while employed by the
Company. In the event of the Executives employment with the Company is terminated due to
his death or disability, the Executive, his estate or his beneficiaries, as the case may be, shall
only be entitled to the Accrued Benefits.
(d) Voluntary Termination. The Executive may terminate his employment
with the Company on his own initiative (other than (i) on account of his death or disability or (ii)
the Executives termination for Good Reason) upon delivery of ten (10) business days advance
written notice to the Company, which notice may be waived by the Company. If the Executive
terminates his employment pursuant to the preceding sentence, or terminates his employment on
his own initiative but fails to provide such written notice, the Executive shall only be entitled to
the Accrued Benefits. Notwithstanding any implication to the contrary, the Executive shall not
have the right to terminate his employment with the Company during the Employment Term and
any voluntary termination of employment (other than a termination by the Executive for Good
Reason) during the Employment Term in violation of this Agreement shall be considered a
material breach.
(e) Termination for Cause. If the Executives employment shall terminate by
the Company for Cause, the Executive shall only be entitled to the Accrued Benefits.
(f) Termination without Cause. If during the Employment Term the
Executives employment is terminated (i) by the Company at any time without Cause (as defined
below), or (ii) by the Executive for Good Reason (as defined below), the Executive shall only be
entitled to the following:
(1) The Accrued Benefits;
NY3 3093639.1
5
(2) A lump sum cash payment equal to the sum of one (1) years Base
Salary;
(3) Accelerated vesting of the shares of restricted stock granted
pursuant to Section 3(c) that are unvested on the Termination Date so that
the following percentages of such restricted stock shall be vested as of the
Termination Date: 33 1/3% if the Termination Date occurs on or after
July 31, 2011 but prior to July 31, 2012; 66 2/3% if the Termination Date
occurs on or after July 31, 2012 but prior to July 31, 2013 and 100% if the
Termination Date occurs on or after July 31, 2013; and,
(4) Reimbursement for, or direct payment to the carrier for, the
premium costs for continued health coverage pursuant to Section 4980B of
the Code (COBRA) for the Executive, and, where applicable, his spouse
and dependents, under the Companys group medical benefit plan for a
period of one (1) year following the Termination Date, provided the
Executive, spouse and dependents, as applicable, have validly elected
health coverage pursuant to COBRA and provided, further, that the right
to reimbursement under this paragraph shall terminate as of the date that
the Executive obtains group health coverage from an employer other than
the Company.
(g) Cause shall mean any of the following:
(1) Executives willful and continued failure (except where due to a
physical or mental incapacity) to substantially perform the Executives
material duties with respect to the Company which continues beyond ten
(10) days after a written demand for substantial performance is delivered
to the Executive by the Company;
(2) Any gross misconduct of the Executive that causes material and
demonstrable injury, monetarily or otherwise, to the Company or any
affiliate;
(3) The Executives conviction of, or plea of guilty or nolo contendere
to, the commission of (x) a felony or (y) any misdemeanor involving theft,
fraud, misappropriation or moral turpitude (other than in connection with
any traffic violations);
(4) The Executives disqualification or bar by any governmental or
self-regulatory authority from serving in the Executives position with the
Company or the Executives loss of any governmental or self-regulatory
license that is reasonably necessary for the Executive to perform the
Executives material duties with respect to the Company in any such case,
as a result of the Executives misconduct;
(5) The Executives willful obstruction of, or willful failure to
cooperate with (except where due to a physical or mental incapacity), any
NY3 3093639.1
6
investigation authorized by the Board; provided that the Executive
exercises the Executives constitutional rights under the Fifth Amendment
of the United States Constitution in the event of any criminal investigation
of the Executive shall not be treated as obstruction of or failure to
cooperate with any such investigation;
(6) The Executives material breach of the Companys written code of
conduct and business ethics, which breach is customarily punishable by
termination of employment or service by the Company; or
(7) a material breach by the Executive of the restrictive covenants
applicable to the Executive pursuant to any agreement between the
Executive and the Company, if any, which continues beyond the Cure
Period (to the extent that, in the Board reasonable judgment, such breach
can be cured).
(h) Good Reason shall mean, without the Executives prior written consent:
(1) any reduction of the Executives annual rate of base salary or
bonus opportunity;
(2) a change in Executives position or a material diminution in the
Executives employment duties or responsibilities, in each case, following
a reasonable period by the Company to cure such event following receipt
of written notice by the Executive indicating the event giving rise to Good
Reason; or
(3) relocation of the Executives primary workplace to a location more
than 50 miles away from the Executives prior office location. Executives
current primary workplace is [PA/NY].
Notwithstanding the foregoing, the events described in clauses (i) through (iii) above shall
constitute Good Reason only if the Executive provides notice of the existence of Good Reason
within thirty (30) days following the date that the circumstances that give rise to such event
occur and the Company fails to cure such event within thirty (30) days after the receipt from the
Executive of such notice.
(i) General Release by the Executive. Notwithstanding any provision of this
Agreement to the contrary, the Companys obligations, including but not limited, to all payments
and benefits pursuant to this Section 5, shall be conditioned upon the Executives execution and
the irrevocability of a release in such form as the Company in its sole discretion deems
acceptable (the Release). The lump sum cash payment (other than Accrued Benefits) required
to be paid pursuant to Section 5(f) shall be paid on the sixtieth (60th) day following the
Termination Date conditioned on the Release becoming irrevocable by such sixtieth (60th) day.
The Company shall provide the Release to the Executive within five (5) days of the Termination
Date.
NY3 3093639.1
7
(j) No Mitigation; No Offset. In the event of any termination of employment,
the Executive shall be under no obligation to seek other employment and, amounts due the
Executive under this Agreement shall not be offset by any remuneration attributable to any
subsequent employment that he may obtain.
(k) Section 409A of the Code.
To the extent required to comply with Section 409A of the Code, any
payment or benefit required to be paid under this Agreement on account of termination of the
Executives service (or any other similar term) shall be made only in connection with a
separation from service with respect to the Executive within the meaning of Section 409A of
the Code.
In the event that the Executive is a specified employee (as described in
Section 409A of the Code), and any payment or benefit payable pursuant to this Agreement
constitutes deferred compensation under Section 409A of the Code, then the Company and the
Executive shall cooperate in good faith to undertake any actions that would cause such payment
or benefit not to constitute deferred compensation under Section 409A of the Code. In the event
that, following such efforts, the Company determines (after consultation with its counsel) that
such payment or benefit is still subject to the six-month delay requirement described in Section
409A(2)(b) of the Code in order for such payment or benefit to comply with the requirements of
Section 409A of the Code, then no such payment or benefit shall be made before the date that is
six months after the Executives separation from service (as described in Section 409A of the
Code) (or, if earlier, the date of the Executives death). Any payment or benefit delayed by
reason of the prior sentence (the Delayed Payment) shall be paid out or provided in a single
lump sum at the end of such required delay period in order to catch up to the original payment
schedule.
For purposes of applying the provisions of Section 409A of the Code to
this Agreement, each separately identified amount to which the Executive is entitled under this
Agreement shall be treated as a separate payment. In addition, to the extent permissible under
Section 409A of the Code, any series of installment payments under this Agreement shall be
treated as a right to a series of separate payments.
6. CONFIDENTIALITY: COOPERATION WITH REGARD TO
LITIGATION; NON-DISPARAGEMENT; RETURN OF COMPANY
MATERIALS.
(a) Confidentiality. During the Employment Term and thereafter, the
Executive shall not, without the prior written consent of the Company, disclose to anyone or
make use of any Confidential Information as that term is defined in Section 6(c), except in the
performance of his duties hereunder or when required to do so by legal process, by any
governmental agency having supervisory authority over the business of the Company or by any
administrative or legislative body (including a committee thereof) that requires him to divulge,
disclose or make accessible such information. In the event that the Executive is so ordered, he
shall give prompt written notice to the Company in order to allow the Company the opportunity
to object to or otherwise resist such order.
NY3 3093639.1
8
(b) Disclosure of Agreement. During the Employment Term and thereafter,
the Executive shall not disclose the existence or contents of this Agreement beyond what is
disclosed in documents disclosed publicly by the Company or filed by the Company with any
governmental agency, unless and to the extent such disclosure is required by law, by a
governmental agency, or in a document required by law to be filed with a governmental agency
or in connection with enforcement of his rights under this Agreement. In the event that
disclosure is so required, the Executive shall give prompt written notice to the Company in order
to allow the Company the opportunity to object to or otherwise resist such requirement.
Notwithstanding the foregoing, the Executive shall be permitted to disclosure the contents of this
Agreement to his immediate family members, his counsel, and his tax and financial advisors.
(c) Confidential Information. Confidential Information shall mean (i) all
information concerning the business of the Company or any Subsidiary including information
relating to any of its or their products, product development, trade secrets, agents, brokers,
customers, suppliers, finances, and business plans and strategies, and (ii) information regarding
the organization structure and the names, titles, status, compensation, benefits and other
proprietary employment-related aspects of the employees of the Company and the Companys
employment practices. Excluded from the definition of Confidential Information is information
(i) that is or becomes part of the public domain, other than through the breach of this Agreement
by the Executive or (ii) regarding the Companys business or industry properly acquired by the
Executive in the course of his career as an executive in the Companys industry and independent
of the Executives employment by the Company. For this purpose, information known or
available generally within the trade or industry of the Company or any Subsidiary shall be
deemed to be known or available to the public. Subsidiary shall mean any corporation
controlled directly or indirectly by the Company.
(d) Cooperation. The Executive agrees to cooperate with the Company,
during the Employment Term and thereafter (including following the Executives termination of
employment for any reason), by making himself reasonably available to testify on behalf of the
Company in any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, and to assist the Company, or any affiliate, in any such action, suit, or proceeding,
by providing information and meeting and consulting with the representatives of or counsel to,
the Company, or any affiliate as requested; provided, however that the same does not materially
interfere with his then current professional activities.
(e) Non-disparagement. The Executive agrees that, during the Employment
Term and thereafter (including following the Executives termination of employment for any
reason) he will not make statements or representations, or otherwise communicate, directly or
indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly,
disparage the Company or its affiliates or their respective officers, directors, employees,
advisors, businesses or reputations. The Company agrees that, during the Employment Term and
thereafter (including following the Executives termination of employment for any reason) the
Company will not make statements or representations, or otherwise communicate, directly or
indirectly, in writing, orally, or otherwise, or take any action which may directly or indirectly,
disparage the Executive or his business or reputation. Notwithstanding the foregoing, nothing in
this Agreement shall preclude either the Executive or the Company from making truthful
statements or disclosures that are required by applicable law, regulation, or legal process.
NY3 3093639.1
9
(f) Company Property. Upon any termination of employment, the Executive
agrees to deliver to the Company any Company property and any documents, notes, drawings,
specifications, computer software, data and other materials of any nature pertaining to any
Confidential Information that are held by the Executive and will not take any of the foregoing, or
any reproduction of any of the foregoing, that is embodied in any tangible medium of expression.
7. PROTECTION OF THE COMPANYS BUSINESS/NON-SOLICITATION
OF EMPLOYEES
(a) Non-Solicitation Covenants. During the Employment Term and for a
period of one year following the Termination Date (the Post-Termination Restricted Period),
Executive will not (i) solicit, entice, persuade or induce, directly or indirectly, any of the
following Persons to terminate his employment or contractual relationship with the Company or
its affiliates or (ii) take any action to cause any company or organization with which Executive is
employed or affiliated to hire or attempt to hire any of the following Persons: (i) any employee
of the Company or its affiliates, or (ii) any individual who was employed by the Company or its
affiliates within the one (1) year period immediately prior to or after the Executives Termination
of Employment, excluding former employees whose employment with the Company was
terminated by the Company.
(b) Reasonableness of Restrictions. The Executive has carefully read and
considered the provisions of this Section 7, and having done so, agrees that the restrictions set
forth herein, including, but not limited to, the time period of the restrictions, the geographic areas
of the restrictions, and the scope of the restrictions are fair and reasonable, are supported by
sufficient and valid consideration, and the restrictions do not impose any greater restraint than is
necessary to protect the goodwill and other legitimate business interests of the Company and its
affiliated entities, officers, directors and shareholders.
(c) Legal Compliance. If it is determined by a court of competent jurisdiction
in any state that any restriction in this Section 7 is excessive in duration or scope or is
unreasonable or unenforceable under the laws of that state, it is the intention of the parties hereto
that such restriction may be modified or amended by such court to render it enforceable to the
maximum extent permitted by the law of that state.
(d) Breach. In addition to whatever other rights and remedies the Company
may have at equity or in law, if the Executive breaches any of the provisions contained in
Sections 6 or 7, the Company (i) shall have its rights to injunctive relief under Section 8, and (ii)
shall have the right to immediately terminate all payments and benefits due under this
Agreement. The Executive acknowledges that such a breach of Sections 6 or 7 would cause
irreparable injury and that money damages would not provide an adequate remedy for the
Company; provided, however, the foregoing shall not prevent the Executive from contesting the
issuance of any such injunction on the ground that no violation or threatened violation of
Sections 6 or 7 has occurred.
(e) Survival. The terms and provisions of Sections 6 and 7 shall survive the
termination of this Agreement and the Employment Term.
NY3 3093639.1
10
8. INJUNCTIVE RELIEF.
Without intending to limit the remedies available to the Company, the Executive
hereby expressly acknowledges that any breach or threatened breach by the Executive of any of
the terms of this Agreement may result in significant and continuing injury to the Company, the
monetary value of which would be impossible to establish. Therefore, as the Executive
acknowledges that the Company has no adequate remedy at law in the event of any actual or
threatened breach of any provision of this Agreement, the Company shall be entitled to
injunctive relief without the necessity of posting a bond or other security or other equitable
remedies in addition to any legal relief or remedies the Company may elect to pursue. The
provisions of this Section 8 shall survive the termination of this Agreement.
9. GOVERNING LAW/JURISDICTION.
This Agreement shall be governed by and construed and interpreted in accordance
with the laws of Pennsylvania without reference to principles of conflict of laws. Subject to
Section 10, the Company and the Executive hereby consent to the jurisdiction of any or all of the
following courts for purposes of resolving any dispute under this Agreement: (i) the United
States District Court for the [District] of Pennsylvania or (ii) any of the courts of the State of
Pennsylvania. The Company and the Executive further agree that any service of process or
notice requirements in any such proceeding shall be satisfied if the rules of such court relating
thereto have been substantially satisfied. The Company and the Executive hereby waive, to the
fullest extent permitted by applicable law, any objection which it or he may now or hereafter
have to such jurisdiction and any defense of inconvenient forum.
10. SEVERABILITY.
In the event that any provision or portion of this Agreement shall be determined to
be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.
11. SURVIVORSHIP.
The respective rights and obligations of the Parties hereunder shall survive any
termination of the Executives employment to the extent necessary to the intended preservation
of such rights and obligations.
12. ASSIGNMENTS; SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the Company
and to the Executive and their respective heirs, successors and assigns, except that the Executive
shall not have the right to delegate his obligations hereunder or to assign his rights hereunder or
any interest herein. The Company and the Executive acknowledge and agree that this
Agreement shall be assigned or transferred in connection with the merger, consolidation, sale, or
transfer of all, or substantially all, of the assets of the Company.
NY3 3093639.1
11
13. AMENDMENTS; WAIVERS.
No provision in this Agreement may be amended unless such amendment is
agreed to in writing and signed by the Executive and an authorized officer of the Company.
Except as set forth herein, no delay or omission to exercise any right, power or remedy accruing
to any Party shall impair any such right, power or remedy or shall be construed to be a waiver of
or an acquiescence to any breach hereof. No waiver by either Party of any breach by the other
Party of any condition or provision contained in this Agreement to be performed by such other
Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or
any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an
authorized officer of the Company, as the case may be.
14. NOTICES.
Any notice given to a Party shall be in writing and shall be deemed to have been
given when delivered personally or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the Party concerned at the address indicated below or to such
changed address as such Party may subsequently give such notice of:
if to the Company, to:
[COMPANY]
[ADDRESS]
if to the Executive, to:
[EXECUTIVE]
[ADDRESS]
All such notices, requests, consents and other communications shall be deemed to have been
delivered and received (a) in the case of personal delivery or delivery by telecopy, on the date of
such delivery (or, if such date is not a business day, then on the next business day), (b) in the
case of dispatch by nationally-recognized overnight courier, on the next business day following
such dispatch and (c) in the case of mailing, on the third business day after the posting thereof.
15. EFFECT OF AGREEMENT ON OTHER BENEFITS.
Except as specifically provided in this Agreement, the existence of this
Agreement shall not be interpreted to preclude, prohibit or restrict the Executives participation
in any other employee benefit or other plans or programs in which the Executive currently
participates.
16. HEADINGS AND CONSTRUCTION.
The headings of the sections contained in this Agreement are for convenience
only and shall not be deemed to control or affect the meaning or construction of any provision of
this Agreement.
NY3 3093639.1
12
17. ENTIRE AGREEMENT.
This Agreement contains the entire understanding and agreement between the
Parties concerning the subject matter hereof and, as of the Effective Date, supersedes all prior
agreements, understandings, discussions, negotiations and undertakings, whether written or oral,
between the Parties with respect thereto, including, without limitation, the Prior Employment
Agreement.
18. WITHHOLDING.
The compensation provided to the Executive pursuant to this Agreement shall be
subject to any withholdings and deductions required by any applicable tax laws.
19. COUNTERPARTS.
This Agreement may be executed in two or more counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.

COMPANY
By: ____________________________________
THE EXECUTIVE

___________________________________
[EXECUTIVE]

NY3 3094153.1
1
CAPMARK BANK
KEY EMPLOYEE RETENTION PLAN
CAPMARK BANK (the Bank) hereby establishes this Key Employee Retention Plan
(the Retention Plan) in accordance with the terms provided herein.
Section 1. Retention Plan Objective. The purpose of this Retention Plan is to establish a
new compensation program designed to promote the retention of key employees in order to
benefit from the skills, knowledge and experience of such key employees with a view toward (i)
ensuring the safety and soundness of the Bank; and (ii) maximizing value for the Banks
shareholders.
Section 2. Effective Date. The Retention Plan shall be effective on July 1, 2011 (the
Effective Date).
Section 3. Retention Pool. The retention pool shall be an amount equal to Eight Million
Five Hundred Seven Two Hundred Eighty Thousand Dollars ($8,507,280) (the Retention
Pool).
Section 4. Administration.
(a) The Retention Plan shall be administered by the Compensation Committee (the
Committee) of the Banks Board of Directors (the Board) which shall have authority
to delegate its administrative responsibilities, in part or in whole, under the Retention
Plan to the most senior human resources officer of the Bank or such other officer or
officers designated by the Committee, including the Chief Executive Officer (CEO)
(any such persons acting in such administrative capacity, collectively, the
Administrator). The Administrator shall interpret the Retention Plan and make all
determinations required to be made hereunder, and all such determinations shall be final,
binding and conclusive; provided, however, that the Board shall in all events have
discretionary authority to make final determinations, which, if made, shall be controlling.
Each person acting as the Administrator shall be indemnified and held harmless by the
Bank against and from (i) any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred in connection with or resulting from any claim, action, suit, or
proceeding to which the Administrator may be a party or in which the Administrator may
be involved by reason of any action taken or failure to act under the Retention Plan or
any Retention Agreements (as described below), and (ii) from any and all amounts paid
by the Bank or paid by the Administrator in settlement thereof with the Banks approval,
or paid by the Administrator in satisfaction of any judgment in any such claim, action,
suit, or proceeding against the Administrator, provided that the Administrator shall give
the Bank an opportunity, at its own expense, to handle and defend the same before the
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which any person acting as the Administrator may be entitled under
the Banks Certificate of Incorporation or Bylaws, by contract, as a matter of law, or
otherwise, or under any power that the Bank may have to indemnify the Administrator or
NY3 3094153.1
2
hold the Administrator harmless but shall be subject to the same limitations as are set
forth in the Banks Certificate of Incorporation and Bylaws with respect to the
indemnification of directors and officers.
(b) The Administrator may in its sole discretion reallocate Retention Amounts (as
defined below) which are forfeited hereunder if such reallocation is approved by the
Board. No Participant (as defined below) has a right to receive such a reallocated award
until such time as the Administrator acts to make such reallocation.
Section 5. Eligibility. Employees of the Bank that are designated by the Administrator
(as described below) shall be eligible to participate in the Retention Plan (each a Participant).
Each Participant shall be eligible to receive a retention amount under the Plan (the Retention
Amount) and shall receive a Retention Agreement substantially in the form attached hereto as
Exhibit A (the Retention Agreement) that informs the Participant of his or her designation as a
participant in the Retention Plan and which sets forth the amount of the Retention Amount and
other terms and conditions of the Retention Amount. The Retention Amount and the Retention
Period (as defined below) designated for each Participant with respect to the Retention Amount
under the Plan shall be as set forth in the Banks Key Employee Retention Plan Summary, dated
as of July 21, 2011 on file with the Administrator.
Section 6. Earned Retention. The award retention period for a Participant (the
Retention Period) shall be established as set forth in the Retention Agreement.
Section 7. Payment of Retention Amount. Subject to the terms of the Retention Plan and
Retention Agreement, the Retention Amount shall be divided as nearly as practicable into equal
quarterly installments. Each quarterly installment shall be equal to the amount obtained by
dividing the Retention Amount by the number of full calendar quarters comprising the Retention
Period, including the quarter ending September 30, 2011. Each quarterly installment shall be
payable in the regular payroll period following the last day of each calendar quarter ending
during the Retention Period. If the Participants employment terminates prior to the end of the
Retention Period, in addition to quarterly installment payments previously received, the
Participant shall receive a final payment equal to the quarterly installment amount multiplied by
a fraction, the numerator of which is the number of working days worked by the Participant in
the quarter in which his employment terminates and the denominator of which is the number of
total working days in the calendar quarter in which his employment terminates.
Section 8. Termination of Employment. Except as otherwise provided in Section 7
above and Participants Retention Agreement, a Participant must remain continuously employed
with the Bank through the end of each calendar quarter within the Retention Period to earn the
full amount of the applicable payment for such quarter. The Retention Agreement shall set forth
the treatment of the unearned portion of the Retention Amount upon a Participants termination
of employment.
Section 9. Release. Any obligation of the Bank to make any payment of the Retention
Amount or any pro-rated portion of the Retention Amount shall be conditioned upon the
Participants execution of a release and waiver of claims in substantially the form attached hereto
NY3 3094153.1
3
as Exhibit B (the Release) and the irrevocability of the Release no later than the payment date
for such earned portion.
Section 10. Funding of Program. Payments under this Retention Plan shall be paid by
the Bank, from the general assets of the Bank; provided that no officer or employee of the Bank
shall be personally liable in the event the Bank is unable to make any payments under the
Retention Plan due to a lack of, or inability to access, funding or financing, legal prohibition
(including regulatory, statutory or judicial limitations) or failure to obtain any required consent.
Section 11. Impact on Benefit Plans. Payment of the Retention Amount shall be in
addition to any payments that a Participant may be entitled to under any of the Banks other
compensation or benefit plans or agreements.
Section 12. Assignment. No Participant having a benefit under this Retention Plan or
any Retention Agreement may assign, transfer or in any other way alienate the benefit, nor shall
any benefit under this Retention Plan or any Retention Agreement be subject to garnishment,
attachment, execution or levy of any kind.
terminate the Retention Plan at any time. Notwithstanding the foregoing, no amendment or
termination shall adversely affect any Retention Amount of a Participant granted prior to the date
such amendment or termination is adopted.
Section 14. Continued Service. The Retention Plan and any Participants designation as
a participant in the Retention Plan does not, and is in no manner intended to constitute, a promise
of employment or continued service for any period of time or to change a Participants status, if
applicable, as an at will employee subject to termination at any time and for any reason.
Section 15. Taxes. All payments made pursuant to the Retention Plan shall be subject to
applicable tax withholding and other applicable payroll deductions as determined by the Bank.
To the extent not covered by withholding or payroll deductions, each participant shall be
responsible for the payment of all income, payroll and other taxes payable by such Participant
under applicable law with respect to such Participants Retention Amount.
Section 16. Section 409A. The Retention Plan and any Retention Agreement are
intended to be exempt from Section 409A of the of the Internal Revenue Code of 1986 (the
Code) and shall be administered and interpreted in accordance with the short term deferral
exemption under Section 409A of the Code.
Section 17. Severability. If any provision of the Retention Plan is determined to be
invalid or unenforceable, in whole or in part, this determination shall not affect any other
provision of the Retention Plan and the provision in question shall be modified as to be rendered
enforceable in a manner consistent with intent of the parties insofar as possible. Any waiver of
or breach of any of the terms of the Retention Plan shall not operate or be construed as a waiver
of any other breach of such terms or conditions or of any other terms and conditions, nor shall
any failure to enforce any provision hereof operate or be construed as a waiver of such provision
or of any other provision.
NY3 3094153.1
4
Section 18. Governing Law. This Retention Plan shall be governed by and interpreted in
law provisions.

The Board of Directors of the Bank has approved this Retention Plan as of [Date].

Capmark Bank

Steven J. Nielsen
President & Chief Executive Officer

Cheryl Taylor
Senior Vice President

NY3 3094153.1
A-1
EXHIBIT A
RETENTION AGREEMENT
[PARTICIPANT NAME]
[ADDRESS]
[DATE]
CAPMARK Bank (the Bank) is pleased to inform you that you are eligible to receive a
retention amount as specified below under the Banks Key Employee Retention Plan (the
Retention Plan) as set forth in this Retention Agreement (this Agreement).
1. Definitions. All capitalized terms used in this Agreement that are not herein
defined shall have the meanings ascribed to such terms in the Retention Plan,
and the Retention Plan is incorporated by reference herein for all purposes.
2. Retention Amount. Subject to the provisions of the Retention Plan and this
Agreement, you shall be eligible to receive a retention bonus in an amount
equal to $[] (the Retention Amount) to be paid in accordance with the terms
of the Retention Plan and Paragraph 4 of this Agreement.
3. Earning the Retention Amount.
(a) Your award retention period for purposes of this Agreement shall begin on
the Effective Date and end on [Participant target end date] (the Retention
Period).
(b) Subject to Sections 4 and 5 below, your Retention Amount shall be earned
on a pro-rated basis for the portion of the Retention Period that you remain
continuously employed by the Bank. The Retention Amount shall be
payable in equal quarterly installments of $_________ each, less
applicable tax withholding and other applicable payroll deductions (the
Quarterly Payment Amount)
4. Payment of Retention Amount. The Quarterly Payment Amount shall be
payable as soon as administratively possible in the regular payroll period
following the last day of each calendar quarter during the Retention Period
provided that you remain continuously employed by the Bank through the end
of the quarter.
5. Termination of Employment.
(a) Notwithstanding the requirements of Section 4 above, if your employment
with the Bank terminates for any reason prior to the end of any calendar
quarter, including death or disability, during the Retention Period, you
shall be entitled to receive a final payment equal to the Quarterly payment
NY3 3094153.1
A-2
Amount multiplied by a fraction, the numerator of which is the number of
working days that you worked in the quarter in which your employment
terminates and the denominator of which is the number of total working
days in the calendar quarter in which your employment terminates. The
final payment shall be paid in the next normal payroll period following the
date of your termination of employment provided that the Release has
become irrevocable no later than the Payment Date.
(b) Any remaining unearned portions of your Retention Amount shall be
forfeited as of the date of the termination of your employment.
6. Section 409A. The Retention Plan and any Retention Agreement are intended
to be exempt from Section 409A of the of the Internal Revenue Code of 1986
(the Code) and shall be administered and interpreted in accordance with the
short term deferral exemption under Section 409A of the Code.
7. Continued Employment or Service. This Agreement does not, and is in no
manner intended to constitute, a promise of employment or continued service
for any period of time or to change your status, if applicable, as an at will
employee subject to termination at any time and for any reason.
8. Entire Agreement. This Agreement and the Retention Plan constitute the
complete, final and exclusive embodiment of the terms and conditions of the
Retention Amount. Except as provided for in this Agreement and the Retention
Plan, there are no representations, plans, arrangements, or understandings, oral
or written, between or among you and the Bank relating to the subject matter
hereof that are not fully expressed herein.
9. Assignment. No Participant having a benefit under this Agreement may assign,
transfer or in any other way alienate the payment, nor shall any benefit under
the Retention Plan, including the payment under this Agreement, be subject to
10. Taxes. All payments made pursuant to the Retention Plan shall be subject to
applicable tax withholding and other applicable payroll deductions as
determined by the Company. To the extent not covered by withholding or
payroll deductions, each participant shall be responsible for the payment of all
income, payroll and other taxes payable by such Participant under applicable
law with respect to such Participants Retention Amount.
11. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Pennsylvania, without regard
to its conflicts of law provisions.

NY3 3094153.1
A-3
AGREED AND ACCEPTED

Capmark Bank

By: ________________________________ Date: _______________
Its: ________________________________

[PARTICIPANT NAME]

By: _________________________________ Date: ________________

NY3 3094153.1
B-1
EXHIBIT B

FORM OF RELEASE AND WAIVER OF CLAIMS

[DATE]

[PARTICIPANT NAME]

This letter (this Agreement) is made and entered into between you and CAPMARK
BANK (the Bank) with respect to your retention amount payment under the Banks Key
Employee Retention Plan (the Retention Plan).
have the meanings ascribed to such terms in the Retention Plan.
2. You and the Bank agree that you are entitled to $[] as your [Retention
Amount]. You will receive this payment as outlined in your Retention Agreement and in
accordance with the terms and conditions of the Retention Plan.
administrators, executors, successors and assigns, you release the Bank and its subsidiaries,
affiliates, directors, officers, employees and agents, (the Releasees), from any and all actions,
with respect to the Retention Amount, and this Agreement shall constitute a release of all such
claims, as they relate to the Retention Amount.
of this Agreement and their legal effects and (b) expressly represent and warrant that you are
any statement or representation of the Bank or the Releasees (c) you have been advised to seek
advice from you own tax counsel, and (d) you are responsible for payment of all taxes payable
by you resulting from your participation in the Retention Plan.
and shall in all respects be interpreted; enforced and governed under the laws of said state.

NY3 3094153.1
B-2

Capmark Bank

By: ________________________________ Date: _______________
Its: ________________________________

[PARTICIPANT]

By: _________________________________ Date: ________________

EXHIBIT D
Schedule 1.2.113(a): Insiders to be Employed by Reorganized
Debtors and Nature of Compensation of Insiders
NY2 2073715.4
Schedule 1.2.113(a)
The Proponent Debtors intend to continue employment of the following insiders after the
Effective Date of the Plan. The insiders will receive the annual base compensation set forth in
the below chart opposite such insiders name. In addition, the insiders will be entitled to receive
other compensation pursuant to certain existing compensation plans and the Reorganized CFGI
New Compensation Plans, all as described in the Disclosure Statement.
1

Name Annual Base Compensation
Michael Baron $300,000
Richard Chichester $300,000
Dominic Cusatis $385,000
Gene Davis
2

Thomas L Fairfield $750,000
William Gallagher $750,000
Galen Hain $185,000
Mark B. Hattier $225,000
Shawn P. Henry $260,000
Daphne Inboden $175,000
Stephen Jones $375,000
Alisa Kennedy $220,000
Marisol Lauerman $350,000
John Lucerne $225,000
Jennifer Lydon $215,000
Theresa A. Tavernier $200,000
John Troutman $200,000
David Sebastian $228,900
Reagan R. Shanley $350,000

1
As noted in the Disclosure Statement, the Proponent Debtors are continuing, and the insiders will be entitled to
receive benefits or compensation under, existing health care and other insurance plans, defined contribution benefit
plans, severance plans, discretionary bonus plans, performance-based incentive plans, long-term incentive plans,
retention plans, international tax equalization programs, and workers compensation programs. See Disclosure
Statement VI.H.5. The insiders, other than Messrs. Gallagher and Fairfield, will also be entitled to receive awards
under the Reorganized CFGI New Compensation Plans, which include (a) Retention Plans for Reorganized CFGI
and Capmark Bank and (b) a Long-Term Incentive Plan for Reorganized CFGI and its subsidiaries, including certain
employees of Capmark Bank. Messrs. Gallagher and Fairfield will be entitled to receive awards under the Executive
Officer Employment Agreements, which set forth the terms for their salary and bonus compensation. See Disclosure
Statement VI.H.6. Copies of the final forms of the Retention Plans, Long-Term Incentive Plan, and Executive
Officer Employment Agreements are attached to Schedule 1.2.113 of this Plan Supplement (Exhibit C hereto).
2
Compensation for the Board of Directors for the Reorganized CFGI is still under review by the Committee.

KL2 2702871.4
EXHIBIT E
Schedule 1.2.115: Form of Reorganized Debtors Bylaws

- 2 -

As amended and restated on [], 2011

AMENDED AND RESTATED
BYLAWS
OF

ARTICLE I
OFFICES

The registered office of Capmark Financial Group Inc. (the Corporation) shall be c/o
CSC Services of Nevada, 2215-B Renaissance Drive, Las Vegas, Nevada 89119. The
Corporation may also have offices at such other places both within and without the State of
Nevada as the Board of Directors may from time to time determine or the business of the
Corporation may require.

ARTICLE II
STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place, within or without the
State of Nevada, as shall be designated by the Board of Directors in the notice thereof. In the
absence of any such designation by the Board of Directors, each such meeting shall be held at the
chief executive office of the Corporation.

Section 2. Annual Meetings. The annual meeting of the stockholders of the Corporation
shall be held within six months after the close of the fiscal year of the Corporation, for the
purposes of electing directors, and transacting such other business as may properly come before
the meeting. The date of the annual meeting shall be determined by the Board of Directors.
Failure to hold the annual meeting at the designated time shall not work as a forfeiture or
dissolution of the Corporation.

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by law, may be called by the Board of Directors or by the
Chairman of the Board of Directors, and shall be called by the Secretary within 60 days of the
request in writing of stockholders at the request in writing of stockholders holding beneficially or
of record at least nine percent (9%) of the voting power of the Corporation. Beneficial
ownership of shares for these purposes may be established by submission to the Corporation of a
written statement of broker, bank or other institutional nominee that is a direct or indirect
participant in the Depository Trust Company, through which such shares are held.

Business transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

- 3 -

Section 4. Notice of Meetings.

(a) If stockholders are required or authorized to take any action at a meeting, the
notice of the meeting must be in writing and signed by the Chairman of the Board, the
President or a Vice President, or the Secretary or an Assistant Secretary, or by such other
natural person or persons as the directors may designate. The notice must state the
purpose or purposes for which the meeting is called, the time when, and the place, which
may be within or without the State of Nevada, where it is to be held, and the means of
electronic communications, if any, by which stockholders and proxies shall be deemed to
be present in person and vote. A copy of the notice must be delivered personally, mailed
postage prepaid or given by a form of electronic transmission consented to by the
stockholder to whom the notice is given to each stockholder of record entitled to vote at
the meeting not less than 10 nor more than 60 days before the meeting. If mailed, it must
be directed to the stockholder at his address as it appears upon the records of the
Corporation, and upon the mailing of any such notice the service thereof is complete, and
the time of the notice begins to run from the date upon which the notice is deposited in
the mail for transmission to the stockholder. Personal delivery of any such notice to any
officer of a corporation or association, to any member of a limited liability company
managed by its members, to any manager of a limited liability company managed by
managers, to any general partner of a partnership or to any trustee of a trust constitutes
delivery of the notice to the corporation, association, limited liability company,
partnership or trust. When a meeting is adjourned to another time or place (whether or not
a quorum is present), notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have been
transacted at the original meeting. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders applies to an adjournment of the meeting
unless the board of directors fixes a new record date for the adjourned meeting. The
board of directors must fix a new record date if the meeting is adjourned to a date more
than 60 days later than the date set for the original meeting. If the adjournment is for
more than 60 days, or after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

(b) Whenever any notice whatsoever is required to be given, a waiver thereof
in a signed writing or by transmission of an electronic record by the person or persons
entitled to the notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

(c) Anything to the contrary in these Bylaws notwithstanding, there shall be
no requirement that any stockholder provide the Company advance notice of, or any
particular information with respect to, any matter that may be properly presented by a

- 4 -

stockholder for consideration at any annual meeting of the stockholders of the
Corporation, including in respect of nomination of persons for election of directors.

Section 5. Quorum. A majority of the voting power of the Corporation, which includes
the voting power that is present in person or by proxy, regardless of whether the proxy has
authority to vote on all matters, constitutes a quorum for the transaction of business. If a quorum
is not present or represented, the holders of the stock present in person or represented by proxy at
the meeting and entitled to vote thereat shall have power, by the affirmative vote of the holders
of a majority of such stock, to adjourn the meeting from time to time to another time and/or place
under the procedures set forth in Section 4 above.

Section 6. Voting. At all meetings of the stockholders, each stockholder entitled to vote
thereat shall be entitled to vote, in person or by proxy, the shares of voting stock owned by such
stockholder of record on the record date for the meeting. Unless otherwise provided in the
Articles of Incorporation and subject to the Nevada Revised Statutes as amended from time to
time (the Nevada Law), each stockholder shall be entitled to one vote for each outstanding
share of Common Stock of the Corporation held by such stockholder. When a quorum is present
or represented at any meeting, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of Nevada Law or of the
Articles of Incorporation, a different vote is required, in which case such express provision shall
govern and control the decision of such question.

Section 7. Organization. At each meeting of stockholders, the Chairman of the Board, if
one shall have been elected, (or in his or her absence or if one shall not have been elected, the
President) shall act as chair of the meeting. The Secretary (or in his or her absence or inability to
act, the person whom the chair of the meeting shall appoint secretary of the meeting) shall act as
secretary of the meeting and keep the minutes thereof.

Section 8. Order of Business. The order of business and rules of conduct at all meetings
of stockholders shall be as determined by the chair of the meeting.

Section 9. Participation by Electronic Communication. Stockholders may participate in a
meeting of stockholders by means of a telephone conference or similar methods of electronic
communication by which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this subsection constitutes presence in person at the
meeting.

Section 10. Proxies.
(a) Every stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent without a meeting or a stockholders duly authorized attorney-
in-fact may authorize another person or persons to act for him by proxy. If a proxy
expressly provides, any proxy holder may appoint in writing a substitute to act in his
place.

- 5 -

(b) Every proxy must be signed by the stockholder or his attorney-in-fact. A
signed proxy is presumed valid. Except as otherwise provided in Section 78.355(5) of the
Nevada Law concerning irrevocable proxies, no proxy is valid after the expiration of six
months from the date of its creation unless the stockholder specifies in it the length of
time for which it is to continue in force, which may not exceed seven years from the date
of its creation. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except as otherwise provided by law. The authority of the holder of a proxy
to act shall not be revoked by the incompetence or death of the stockholder who executed
the proxy unless, before the authority is exercised, written notice of an adjudication of
such incompetence or such death is received by the corporate officer responsible for
maintaining the list of stockholders.

(c) If a proxy for the same shares confers authority upon two or more persons
and does not otherwise provide, a majority of them present at the meeting, or if only one
is present, then that one may exercise all the powers conferred by the proxy; but if the
proxy holders present at the meeting are equally divided as to the right and manner of
voting in any particular case, the voting of such shares shall be prorated.

Section 11. Consent for Action without a Meeting. Any action required or permitted by
law, the Articles of Incorporation or these Bylaws to be taken at any annual or special meeting of
the stockholders may be taken without a meeting if, before or after the action, a written consent
thereto is signed by stockholders holding at least a majority of the voting power, except that if a
different proportion of voting power is required for such an action at a meeting, then that
proportion of written consents is required. In no instance where action is authorized by written
consent need a meeting of stockholders be called or notice given. Any written consent may be in
the form of an electronic transmission, and such transmission shall be deemed to be signed and
dated for purposes hereof if such transmission sets forth or is delivered with information from
which the Corporation can determine that same was transmitted by or on behalf of a stockholder
and the date that the same was transmitted. Prompt notice of the taking of corporate action
without a meeting by less than a unanimous written consent shall be given by the Secretary to
those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed
and controlled by or under the direction of a Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by law or by the
Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the
stockholders.

Section 2. Number, Qualification and Tenure.
(a) The number of directors constituting the whole Board of Directors shall
consist of not fewer than three (3) nor more than [] directors, with the number of such
directors being originally eight (8) and thereafter being established from time to time
either by a vote of the stockholders or by the Board of Directors. A majority of the

- 6 -

directors of the Corporation shall satisfy the independence requirements of the rules and
regulations of the New York Stock Exchange (or any successor self-regulatory
organization); provided that a director who was previously an independent director of the
Corporation shall not cease to be independent for these purposes by reason of the fact that
he or she is appointed by the Board of Directors to serve as the chief executive officer or
chief operating officer of the Corporation; provided further that no more than two (2)
directors serving at one time shall be deemed to be independent pursuant to the
immediately preceding proviso.

(b) The directors shall be natural persons at least 18 years of age, and shall be
elected annually by the stockholders, for the term of one year, and shall serve until the
election and acceptance of their duly qualified successors or until such directors earlier
death, resignation or removal from office. In the event of any delay in holding, or
adjournment of, or failure to hold an annual meeting, the terms of the sitting directors
shall be automatically continued indefinitely until their successors are elected and
qualified.

(c) Directors need not be residents of the State of Nevada or stockholders of
the Corporation.

Section 3. Vacancies. A vacancy on the Board of Directors, including a vacancy resulting
from an increase in the number of directors, may be filled either by a vote of the stockholders or
by the Board of Directors, though less than a quorum, to serve until the next annual meeting of
the stockholders of the Corporation and until a successor is elected and qualified, provided that,
any vacancy created by the removal of a director by the stockholders may only be filled by a vote
of the stockholders.
Section 4. Regular Meetings. The Board of Directors shall hold a regular meeting, to be
known as the annual meeting, immediately following each annual meeting of the stockholders.
Other regular meetings of the Board of Directors shall be held at such time and at such place as
shall from time to time be determined by the Board of Directors. No notice of regular meetings
need be given.
Section 5. Special Meetings.
(a) Special meetings of the Board of Directors may be called by the Chairman
of the Board or any two directors.
(b) Written notice of the time and place of special meetings of the Board of
Directors shall be given to each director by either personal delivery, facsimile, or other
means of electronic communication at least two days before the meeting. Notice of a
meeting of the Board of Directors need not be given to any director who signs a waiver of
notice either before or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when a director states, at the
beginning of the meeting, any objection to the transaction of business because the
meeting is not lawfully called or convened.

- 7 -

Section 6. Quorum. A majority of the number of directors determined in accordance with
Section 2(a) of this Article III shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time. When a meeting is
adjourned to another time or place (whether or not a quorum is present), notice need not be given
of the adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Board of Directors may transact any
business which might have been transacted at the original meeting.
Section 7. Chairman of the Board. The Board of Directors shall elect from among its
members a Chairman of the Board, and shall fill any vacancy in the position of Chairman of the
Board at such time and in such manner as the Board of Directors shall determine. The Chairman
of the Board shall preside at all meetings of the Board of Directors and of the stockholders at
which he or she shall be present and shall exercise such other functions, authorities and duties as
may be prescribed by the Board of Directors. If the Chairman of the Board is not present, a
director chosen by a majority of the directors present, shall act as chairman at meetings of the
Board of Directors. The Chairman of the Board may also be an officer of the Corporation but
shall not be considered an officer of the Corporation solely by virtue of serving as Chairman of
the Board.
Section 8. Time and Place of Meetings. The Board of Directors shall hold its meetings at
such place, either within or without the State of Nevada, and at such time as may be determined
from time to time by the Board of Directors (or the Chairman of the Board in the absence of a
determination by the Board of Directors).
Section 9. Committees.
(a) The Board of Directors shall have an Audit Committee, which
shall perform the customary functions of an audit committee, a Compensation
Committee, which shall perform the customary functions of a compensation committee,
and a Finance Committee, which shall be responsible for approval of sale, settlement and
restructuring of loans and related real estate assets of the Corporation and establishing
approval guidelines for the persons authorized to approve any such transactions; provided
that the Audit Committee may be authorized by resolution of the Board of Directors to
perform the function of the Finance Committee, in which case there shall be no
requirement of a separate Finance Committee. Each of the Audit Committee, the
Compensation Committee and the Finance Committee shall consist of no less than three
(3) members, each of whom satisfies the independence requirements under the rules and
regulations of the New York Stock Exchange (or any successor self-regulatory
organization); provided that if the number of directors of the Corporation constituting the
whole Board of Directors as determined in accordance with Section 2(a) of this Article III
shall consist of no more than three (3) directors, the entire Board of Directors may
perform the function of the Audit Committee, the Compensation Committee and the
Finance Committee, so long as a majority of the directors satisfy the independence
requirements as set forth in Section 2(b) of this Article III. The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate one or
more additional committees, each committee to consist of one or more directors.

- 8 -

(b) The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, may designate one or more other committees, each committee
to consist of one or more directors. Any such committee shall have and may exercise
such powers as the Board of Directors may determine and specify in the resolution
designating such committee.
(c) The Board of Directors, by resolution adopted by the majority of
the whole Board of Directors, may designate one or more additional directors or other
natural persons as alternate members of any committee to replace any absent or
disqualified member at any meeting of the committee, and at any time may change the
membership of any committee or amend or rescind the resolution designating the
committee; provided that such additional or alternate member shall satisfy any applicable
independence requirements.
(d) Each committee shall keep a record of proceedings and report the
same to the Board of Directors to such extent and in such form as the Board of Directors
may require. Unless otherwise provided in the resolution designating a committee, a
majority of all the members of any such committee may select its Chairman, fix its rules
of procedure, fix the time and place of its meetings and specify what notice of meetings,
if any, shall be given.
Section 10. Action Without a Meeting. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting, if all members
of the Board of Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or electronic transmission or transmissions
are filed with the minutes of proceedings of the Board of Directors or committee.

Section 11. Attendance by Telephone. Members of the Board of Directors, or of any
committee designated by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in person at the meeting.

Section 12. Removal. Any director or the entire Board of Directors may be removed with
or without cause by the vote of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding shares of the Corporation entitled to vote.

Section 13. Compensation. Either the Board of Directors or the Compensation
Committee shall have the authority to fix the compensation of directors, which may include their
expenses, if any, of attendance at each meeting of the Board of Directors or of a committee.

Section 14. Resignation. Any director may resign at any time by giving notice in writing
or by electronic transmission to the Board of Directors or to the Secretary of the Corporation.
The resignation of any director shall take effect upon receipt of notice thereof or at such later
time as shall be specified in such notice; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

- 9 -

ARTICLE IV
OFFICERS

Section 1. Officers of the Corporation. Except as otherwise provided in Section 3 of this
Article IV, the officers of the Corporation shall be chosen by the Board of Directors and shall
include a Chief Executive Officer, a Chief Operating Officer, a President, a Secretary and a
Treasurer. The Board of Directors may also elect a Chief Financial Officer, one or more
Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents and
such other officers and agents as it shall deem appropriate. The same individual may
simultaneously hold more than one office in the Corporation, but no individual may act in more
than one capacity where action of two or more officers of the Corporation is required. The title of
any officer may include any additional designation descriptive of such officers duties as the
Board of Directors may prescribe. The officers of the Corporation need not be stockholders of
the Corporation.

Section 2. Election, Term of Office. Except as otherwise provided in Section 3 of this
Article IV, the officers of the Corporation shall be elected by the Board of Directors and shall
hold office until their successors are elected and qualified or until such officers earlier death
resignation or removal from office. Any vacancy occurring in any office of the Corporation
required by this Article IV shall be filled by the Board of Directors, and any vacancy in any other
office may be filled by the Board of Directors.

Section 3. Appointment and removal of Non-Executive Officers. The Board of Directors
may authorize the Chief Executive Officer, President or Chief Operating Officer of the
Corporation to appoint one or more Non-Executive Officers (as defined below) or to remove any
Non-Executive Officers so appointed, provided that (i) such officer shall provide written notice
to the Board of Directors of all such appointments and removals, (ii) the Board of Directors may
any time withdraw from such officer the authority to make further appointments and removals
and (iii) the Board of Directors shall at all times retain the authority to appoint or remove any
officer of the Corporation, including any Non-Executive Officer appointed by an officer pursuant
to this Section 3. Any Non-Executive Officer who is elected or appointed from time to pursuant
to this Section 3 shall perform such duties and have such powers as may be prescribed from time
to time by the Board of Directors or by the officer appointing such Non-Executive Officer or to
whom such Non-Executive Officer reports. A Non-Executive Officer is an officer of the
Corporation who is not an executive officer as defined in Rule 3b-7 promulgated under the
Exchange Act of 1934.

Section 4. Resignation and Removal of Officers. Any officer may resign at any time by
communicating such officers resignation to the Corporation. A resignation is effective when it is
communicated unless it specifies in writing a later effective date. If a resignation is made
effective at a later effective date and the Corporation accepts the future effective date, the Board
of Directors may fill the pending vacancy before the effective date if the Board of Directors
provides that the successor does not take office until the effective date. Any officer of the
Corporation may be removed at any time by the Board of Directors with or without cause.

- 10 -

Section 5. Contract Right of Officers. The appointment of an officer does not itself create
contract rights. An officers removal does not itself affect the officers contract rights, if any,
with the Corporation.

Section 6. Chief Executive Officer. The Chief Executive Officer shall have the general
executive responsibility for the conduct of the business and affairs of the Corporation, subject to
the control of the Board of Directors. The Chief Executive Officer shall have such other
functions, authority and duties as customarily appertain to the office of the chief executive of a
business corporation or as may be prescribed by the Board of Directors.

Section 7. President. The President shall have such functions, authority and duties as
customarily appertain to the office of the president of a business corporation or as may be
prescribed by the Board of Directors.

Section 8. Chief Operating Officer. The Chief Operating Officer shall have such
functions, authority and duties as customarily appertain to the office of the chief operating
officer of a business corporation or as may be prescribed by the Board of Directors.

Section 9. Executive Vice President, Senior Vice President, Vice President. The
Executive Vice President, Senior Vice President or Vice President, or if there shall be more than
one, the Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, shall have such
functions, authority and duties as may be prescribed by the Board of Directors or, in the case of a
Non-Executive Officer appointed in the manner prescribed by Section 3 of this Article IV, as
prescribed therein.

Section 10. Secretary. The Secretary shall keep a record of all proceedings of the
stockholders of the Corporation and of the Board of Directors, and shall perform like duties for
the standing committees when required. The Secretary shall give, or cause to be given, notice, if
any, of all meetings of the stockholders and shall have such functions, authority and duties as
customarily appertain to the office of the secretary of a business corporation or as may be
prescribed by the Board of Directors. The Secretary shall have custody of the corporate seal of
the Corporation and the Secretary or, in the absence of the Secretary any Assistant Secretary,
shall have authority to affix the same to any instrument requiring it, and when so affixed it may
be attested by the signature of the Secretary or an Assistant Secretary. The Board of Directors
may give general authority to any other officer to affix the seal of the Corporation and to attest
such affixing of the seal.

Section 11. Chief Financial Officer. The Chief Financial Officer shall keep or cause to be
kept the books of account of the Corporation in a thorough and proper manner and shall render
statements of the financial affairs of the Corporation in such form and as often as required by the
Board of Directors, the Chief Executive Officer or the President and shall have such functions,
authority and duties as customarily appertain to the office of the chief financial officer of a
business corporation or as may be prescribed by the Board of Directors.

Section 12. Treasurer. The Treasurer shall exercise supervision over the receipt, custody
and disbursement of corporate funds and shall have such functions, authority and duties as

- 11 -

customarily appertain to the office of the treasurer of a business corporation or as may be
prescribed by the Board of Directors. If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his or her duties in such sum and with such surety or
sureties as the Board of Directors may determine.

Section 13. Other Officers. Any officer who is elected or appointed from time to time by
the Board of Directors and whose duties are not specified in these Bylaws shall perform such
duties and have such functions, authority and duties as may be prescribed by the Board of
Directors or, in the case of a Non-Executive Officer appointed in the manner prescribed by
Section 3 of this Article IV, as prescribed therein.

ARTICLE V
CERTIFICATES OF STOCK

Section 1. Form. The shares of the Corporation shall be represented by certificates in the
form approved by the Secretary; provided that the Board of Directors may provide by resolution
or resolutions that some or all of any or all classes or series of the Corporations stock shall be
uncertificated shares. Certificates of stock in the Corporation, if any, shall be signed by or in the
name of the Corporation by the Chief Executive Officer or the President and a Vice President or
the Secretary or an Assistant Secretary of the Corporation. Where a certificate is countersigned
or otherwise authenticated by a transfer agent and by a registrar, other than the Corporation or an
employee of the Corporation, the signatures of the Chief Executive Officer, the President, a Vice
President, the Secretary, and an Assistant Secretary may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar before such certificate
is issued, the certificate may be issued by the Corporation with the same effect as if such officer,
transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.

Section 2. Transfer. Subject to such restrictions on transfer as may be contained in the
Articles of Incorporation, these Bylaws and Nevada Law, transfers of stock shall be made on the
books of the Corporation and (a) in the case of certificated shares of stock, only by the person
named in the certificate or by such persons attorney lawfully constituted in writing and upon the
surrender of the certificate therefore, properly endorsed for transfer and payment of all transfer
taxes or, (b) in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such persons attorney lawfully
constituted in writing, and upon payment of all transfer taxes and compliance with appropriate
procedures for transferring shares in uncertificated form; provided, however, that such surrender
and endorsement, compliance or payment of taxes shall not be required in any case in which an
officer of the Corporation shall determine to waive such requirement. With respect to
certificated shares of stock, every certificate exchanged, returned or surrendered to the
Corporation shall be marked Cancelled with the date of cancellation by the Secretary or
Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be
valid as against the Corporation for any purpose until it shall have been entered in the stock
records of the Corporation by an entry showing from and to whom transferred.

- 12 -

Section 3. Replacement. In case of the loss, destruction or theft of a certificate for any
stock of the Corporation, a new certificate of stock or uncertificated shares in place of any
certificate theretofore issued by the Corporation may be issued upon satisfactory proof of such
loss, destruction or theft and upon such terms as the Board of Directors may prescribe. The
Board of Directors may, in its discretion, require the owner of the lost, destroyed or stolen
certificate, or his legal representative, to give the Corporation a bond, in such sum and in such
form and with such surety or sureties as it may direct, to indemnify the Corporation against any
claim that may be made against it with respect to a certificate alleged to have been lost,
destroyed or stolen.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1. Indemnification. The Corporation shall indemnify, in accordance with and to
the fullest extent permitted by applicable law as it presently exists or may hereafter be amended,
any person (a Covered Person) who was or is a party or is threatened to be made a party to, or
is otherwise a participant in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without limitation, an action
by or in the right of the Corporation) by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the written request of the Corporation as a
director or officer of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise, against any liabilities, expenses (including, without limitation,
attorneys fees and expenses and any other costs and expenses incurred in connection with
defending such action, suit or proceeding), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner in which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reason to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful. Other enterprise shall
include, without limitation, employee benefit plans; references to fines shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and references to serving at
the request of the Corporation shall include, without limitation, any service as a director, officer,
employee or agent of the Corporation or any of its subsidiaries which imposes duties on, or
involves service by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries. The Corporation shall also be authorized to indemnify any
person serving as an employee or agent of the Corporation in like circumstances.

Section 2. Expenses. Expenses (including, without limitation, attorneys fees and
expenses) incurred in defending a civil, criminal, administrative, or investigative action suit or
proceeding by any person entitled to indemnification pursuant to Section 1 of this Article VI
shall be paid by the Corporation as they are incurred and in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director,

- 13 -

officer or other person to repay such amount if it shall ultimately be determined that such
director, officer or other person is not entitled to be indemnified by the Corporation under this
Article VI or under any other contract or agreement between such director, officer or other
person.

Section 3. No Exclusivity. The indemnification and advancement of expenses provided
by this Article VI shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in such persons official capacity and as to action in another
capacity while holding such office, except that indemnification (unless ordered by a court) shall
not be made to or on behalf of any director, officer or other person if a final adjudication
establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing
violation of law and was material to the cause of action. The indemnification provided by this
Article VI shall continue as to a person who has ceased to be a director or officer of the
Corporation or who has ceased to serve at the written request of the Corporation as a director or
officer of another corporation or as a representative of the Corporation in a partnership, joint
venture, trust or other enterprise and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 4. Insurance. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, organization or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out of
such persons status as such, whether or not such person would be entitled to indemnity against
such liability under the provisions of this Article VI.

Section 5. Agreements. The Corporation may enter into an indemnity agreement with any
director, officer, employee or agent of the Corporation as approved by the Board of Directors,
upon terms and conditions that it deems appropriate, as long as the provisions of the agreement
are not inconsistent with this Article VI.

Section 6. Former Directors and Officers. The indemnification and advancement of
expenses provided for in this Article VI shall continue as to a Covered Person who has ceased to
be a director or officer of the Corporation in respect of any act or omission, or alleged act or
omission, occurring prior to the time he or she has ceased to serve in the capacity that rendered
he or she a Covered Person..

Section 7. Amendment or Repeal. Any repeal or modification of the foregoing provisions
of this Article VI shall not adversely affect any right or protection hereunder of any Covered
Person in respect of any act or omission, or alleged act or omission, occurring prior to the time of
such repeal or modification.

- 14 -

ARTICLE VII
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of
January in each year or on such other date as shall be fixed by resolution of the Board of
Directors.

Section 2. Fixing the Record Date.

(a) In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting; provided that
the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not more than
60 days prior to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto.

Section 3. Dividends. Subject to limitations contained in Nevada Law and the Articles of
Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital
stock of the Corporation, which dividends may be paid in cash, in property or in shares of the
capital stock of the Corporation.

Section 4. Voting of Stock Owned by the Corporation. Unless otherwise ordered by the
Board of Directors, the Chairman of the Board may authorize any person, on behalf of the
Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any
corporation (except this Corporation) in which the Corporation may hold stock.

Section 5. Corporation Seal. The Board of Directors may provide for a corporate seal
which shall have the name of the Corporation inscribed thereon and shall otherwise be in such
form as may be approved from time to time by the Board of Directors. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

- 15 -

Section 6. Waiver of Notice. Whenever any notice is required to be given under law or
the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, or a waiver by electronic transmission by
the person entitled to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.

Section 7. Books and Records.

(a) The Corporation will maintain or cause to be maintained separate, full and
accurate books and records of the Corporation. The books of the Corporation may be kept within
or without of the State of Nevada as the Board of Directors may from time to time determine or
the business of the Corporation may require.

(b) Any person who shall have been a holder, beneficially or of record, of shares at
least six months immediately preceding his demand or shall be the holder, beneficially or of
record, of at least 5% of the voting power of the Corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent or attorney, at any
reasonable time or times, the Corporations stock ledger, a list of stockholders and its, or its
subsidiaries books and records (to the extent in the possession and control of the Corporation, or
over which the Corporation may obtain possession by exercise of control over a subsidiary) for a
purpose reasonably related to such persons interest as a stockholder; provided that a stockholder
shall not have the right to the examination of any such books and records to the extent that such
examination would constitute a breach of any agreement between the Corporation or its
subsidiary and any other person or would result in the waiver or any privilege or defense
available to the Corporation or any subsidiary; and provided further that the Corporation may
condition any such examination on appropriate agreements regarding use and confidentiality.
Beneficial ownership of shares for these purposes may be established in the manner provided in
Section 3 of Article II.

Section 8. Reliance Upon Books and Records. A member of the Board of Directors of the
Corporation, or a member of any committee of directors designated by the Board of Directors,
shall in the performance of his or her duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, or by an independent
public accountant, or by an appraiser selected with reasonable care by the Board of Directors or
by any such committee, or in relying in good faith upon other records of the Corporation.

Section 9. Articles of Incorporation Govern. In the event of any conflict between the
provisions of the Corporations Articles of Incorporation and Bylaws, the provisions of the
Articles of Incorporation shall govern.

Section 10. Severability. If any provision of these Bylaws shall be held to be invalid,
illegal, unenforceable or in conflict with the provisions of the Corporations Articles of
Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible
consistent with such holding and the remaining provisions of these Bylaws (including, without
limitation, all portions of any section of these Bylaws containing any such provision held to be
invalid, illegal, unenforceable or in conflict with the Articles of Incorporation) that are not

- 16 -

themselves invalid, illegal, unenforceable or in conflict with the Articles of Incorporation shall
remain in full force and effect.

Section 11. Financial Information.

(a) The Corporation shall post on the Corporations website (which shall be
publicly accessible):
(i) within 45 days after the end of each of the first three quarterly
periods of each fiscal year of the Corporation, (x) the unaudited consolidated
balance sheet as at the end of such quarter and the related unaudited consolidated
statements of operations and stockholders equity and of cash flows of the
Corporation and its consolidated subsidiaries for such quarter, and accompanying
notes, prepared in accordance with generally accepted accounting principles in the
United States (GAAP) and accompanied by management discussion and
analysis comparable to the Managements Discussion and Analysis of Financial
Condition and Results of Operations provided in reports governed by the
Securities Exchange Act of 1934, as amended (the Exchange Act);
(ii) reasonably promptly after completion of the audit of the
Corporations financial statements for any fiscal year, but in any event within 90
days of the end of each fiscal year of the Corporation, the audited consolidated
balance sheet of the Corporation and its consolidated subsidiaries as at the end of
such year and the related audited consolidated statements of operations and
stockholders equity and of cash flows for such year, and accompanying notes,
prepared in accordance with GAAP and accompanied by management discussion
and analysis comparable to the Managements Discussion and Analysis of
Financial Condition and Results of Operations provided in reports governed by
the Exchange Act;
(iii) within 90 days of the end of each fiscal year of the Corporation,
the unaudited balance sheet, statements of operations and stockholders equity
and of cash flows of (x) Capmark Bank, a wholly-owned Subsidiary of the
Corporation and FDIC-insured deposit taking institution headquartered in
Midvale, Utah, (Capmark Bank) and its subsidiaries on a consolidated basis
(for so long as Capmark Bank remains a subsidiary of the Corporation) and (y)
the Corporation and all of its other consolidated subsidiaries (excluding Capmark
Bank and its subsidiaries on a consolidated basis), in each case as at the end of
and for such year; and
(iv) within the time frame required therefor by Form 8-K under the
Exchange Act, the disclosures required of the Corporation by the following Items
of Form 8-K: Item 1.03; Item 2.04; Item 2.06; Item 4.01; Item 4.02; Item
5.01(a)(1), (2) and (3); Item 5.02(c)(1), and Item 5.02(d)(1), (3) and (4),
irrespective of whether the election of directors referred to therein occurs at a
meeting of shareholders.

- 17 -

(b) The financial statements and reports referred to in Section 11(a) of
this Article VII shall include, without limitation, information on loan assets, loan
transactions and real estate owned by the Corporation and its subsidiaries in respect of its
loan assets in such format and in such level of detail as provided in Annex I to these
Bylaws, provided that in no event shall the Corporation be required to provide historical
financial statements prepared in accordance with GAAP for periods prior to the filing of
the case under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware filed under and captioned In re Capmark
Financial Group Inc. et al., Case No. 09-13684 (CSS) (the Bankruptcy Case) or after
the filing of the Bankruptcy Case and prior to the effectiveness of the plan of
reorganization under the Bankruptcy Case; and provided, further, that in no such event
shall such Section 11(b) reports be required to be prepare in accordance with GAAP or
subject to any audit.
ARTICLE VIII
AMENDMENTS
The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the
Corporation, subject to the power of the stockholders to adopt, amend and repeal Bylaws;
provided that the Board of Directors shall not have the power to amend or repeal any Bylaw
adopted by stockholders, if the stockholders specifically provide that such Bylaw is not subject
to amendment or repeal by the directors; provided further that the Board of Directors shall not
have the power to amend or repeal this Article VIII or Section 7 of Article VII of these Bylaws;
and provided further that the Board of Directors shall not have the power to amend or repeal
Section 11 of Article VII unless (i) such amendment or repeal shall have been approved by the
Audit Committee, (ii) each of the Audit Committee and the Board of Directors shall have
determined that such amendment or repeal is in the best interests of the stockholders and (iii) the
stockholders of the Corporation shall have been given reasonable advance written notice of no
less than 30 days prior to the adoption of such amendment or repeal by the Board of Directors.

EXHIBIT F
Schedule 1.2.116: Form of Reorganized Debtors Articles of Incorporation

ARTICLES OF INCORPORATION
OF

The undersigned, William C. Gallagher, certifies that he is the Chief Executive Officer of
Capmark Financial Group Inc., a corporation organized and existing under the laws of the State
of Nevada, and does hereby certify as follows:

(1) The name of the corporation is Capmark Financial Group Inc. (the
Corporation).

(2) The original Articles of Incorporation of the Corporation under the original name
GMAC Commercial Holding Corp. were filed with the Secretary of State of the State of Nevada
on April 17, 1998, and Amended and Restated Articles of Incorporation of the Corporation were
filed with the Secretary of State of the State of Nevada on March 23, 2006.

(3) These Amended and Restated Articles of Incorporation further amend and restate
the Articles of Incorporation of the Corporation.

(4) These Amended and Restated Articles of Incorporation has been duly adopted in
accordance with Sections 78.385, 78.390, 78.403 and 78.622 of Chapter 78 (Private
Corporations) of the Nevada Revised Statutes (as the same may be amended from time to time,
the NRS), pursuant to the Second Amended Joint Plan of Reorganization of Capmark
Financial Group Inc. and Certain Affiliated Proponent Debtors under Chapter 11 of the United
States Bankruptcy Code (11 U.S.C. 101, et seq.) and the order of the United States Bankruptcy
Court for the District of Delaware in In re: Capmark Financial Group Inc., et al., Debtors,
Chapter 11 Case No. 09-136384 (CSS), confirming such plan (the Confirmation Order),
which order provides for the execution and filing of these Amended and Restated Articles of
Incorporation.

(5) The undersigned has been authorized to sign these Amended and Restated
Articles of Incorporation pursuant to the Confirmation Order.

(6) These Amended and Restated Articles of Incorporation will be effective upon
their filing with the Secretary of State of the State of Nevada.

(7) Pursuant to Sections 78.385, 78.390, 78.403 and 78.622 of the NRS, the Articles
of Incorporation are hereby amended and restated in their entirety as follows:

ARTICLE ONE
NAME
The name of the corporation (the Corporation) is CAPMARK FINANCIAL GROUP
INC.

3
ARTICLE TWO
REGISTERED OFFICE
The name of the Corporations resident agent in the State of Nevada is CSC Services of
Nevada, and the street address of the said resident agent where process may be served on the
Corporation is 2215-B Renaissance Drive, Las Vegas, Nevada 89119.

ARTICLE THREE
NATURE OF BUSINESS
The nature of the business or purpose to be conducted or promoted is any lawful act or
activity.
ARTICLE FOUR
CAPITAL STOCK

Section 1. The total number of shares of stock that the Corporation is
authorized to issue is 110,000,000 shares of Common Stock, $0.001 par value per share (the
Common Stock). The Corporation may issue shares of its Common Stock from time to time
for such consideration as may be fixed by the Board of Directors of the Corporation, which is
expressly authorized to fix the same in its absolute and sole discretion.
Section 2. Except as otherwise provided herein or as otherwise provided by
applicable law, all shares of Common Stock shall have identical rights and privileges in every
respect and be subject to the same qualifications, limitations and restrictions.
Section 3. Except as otherwise required by law or these Amended and
Restated Articles of Incorporation, each holder of Common Stock shall have one vote in respect
of each share of Common Stock held of record on the books of the Corporation on all matters
submitted to a vote for stockholders of the Corporation. Holders of Common Stock are not
entitled to cumulate votes in the election of any directors.
Section 4. The Corporation shall not issue any class of non-voting equity
securities unless and solely to the extent permitted by section 1123(a)(6) of the Bankruptcy Code
as in effect on the date of filing these Amended and Restated Articles of Incorporation with the
Secretary of State of the State of Nevada; provided, however, that this Section 4: (A) will have
no further force and effect beyond that required under section 1123(a)(6) of the Bankruptcy
Code; (B) will have such force and effect, if any, only for so long as Section 1123(a)(6) of the
Bankruptcy Code is in effect and applicable to the Corporation; and (C) in all events may be
amended or eliminated in accordance with applicable law from time to time in effect.
Section 5. The holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of the Corporation
which are by applicable law available therefor, dividends payable either in cash, in property or in
shares of capital stock.

4
ARTICLE FIVE
BOARD OF DIRECTORS
Section 1. The business and affairs of the Corporation shall be managed and
controlled by or under the direction of a Board of Directors, which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law or by the Articles of
Incorporation or by the Bylaws directed or required to be exercised or done by the stockholders.
Section 2. The number of directors of the Corporation constituting the whole
Board of Directors shall consist of not fewer than three (3) nor more than [] directors, with the
number of such directors being originally eight (8) and thereafter being established from time to
time either by a vote of the stockholders or by the Board of Directors. A majority of the
directors of the Corporation shall satisfy the independence requirements of the rules and
regulations of the New York Stock Exchange (or any successor self-regulatory organization);
provided that a director who was previously an independent director of the Corporation shall not
cease to be independent for these purposes by reason of the fact that he or she is appointed by the
Board of Directors to serve as the chief executive officer, chief operating officer or an executive
vice president of the Corporation; provided further that no more than two (2) directors serving at
one time shall be deemed to be independent pursuant to the immediately preceding proviso. The
directors shall be natural persons at least 18 years of age, and shall be elected annually by the
stockholders, for the term of one year, and shall serve until the election and acceptance of their
duly qualified successors or until such directors earlier death, resignation or removal from
office. In the event of any delay in holding, or adjournment of, or failure to hold an annual
meeting, the terms of the sitting directors shall be automatically continued indefinitely until their
successors are elected and qualified. Directors need not be residents of the State of Nevada or
stockholders of the Corporation.
Section 3. A majority of the number of directors determined in accordance
with Section 2 of this Article Five shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time.
Section 4. A vacancy on the Board of Directors, including a vacancy resulting
from an increase in the number of directors, may be filled either by a vote of the stockholders or
by the Board of Directors, though less than a quorum, to serve until the next annual meeting of
the stockholders of the Corporation and until a successor is elected and qualified, provided that,
any vacancy created by the removal of a director by the stockholders may only be filled by a vote
of the stockholders.
Section 5. Notwithstanding any other provision of these Articles of
Incorporation or the Bylaws of the Corporation, any director or the entire Board of Directors may
be removed with or without cause by the vote of stockholders representing not less than two-
thirds of the voting power of the issued and outstanding shares of the Corporation entitled to
vote.
Section 6. Elections of directors need not be by written ballot unless the
Bylaws shall so provide.

5
Section 7. The Board of Directors shall have an Audit Committee, which
shall perform the customary functions of an audit committee, a Compensation Committee, which
shall perform the customary functions of a compensation committee, and a Finance Committee,
which shall be responsible for approval of sale, settlement and restructuring of loans and related
real estate assets of the Corporation and establishing approval guidelines for the persons
authorized to approve any such transactions; provided that the Audit Committee may be
authorized by resolution of the Board of Directors to perform the function of the Finance
Committee, in which case there shall be no requirement of a separate Finance Committee. Each
of the Audit Committee, the Compensation Committee and the Finance Committee shall consist
of no less than three (3) directors, each of whom satisfies the independence requirements under
the rules and regulations of the New York Stock Exchange (or any successor self-regulatory
organization); provided that if the number of directors of the Corporation constituting the whole
Board of Directors as determined in accordance with Section 2 of this Article Five shall consist
of no more than three (3) directors, the entire Board of Directors may perform the function of the
Audit Committee, the Compensation Committee and the Finance Committee, so long as a
majority of the directors satisfy the independence requirements as set forth in Section 2 of this
Article Five. The Board of Directors, by resolution adopted by a majority of the whole Board of
Directors, may designate one or more additional committees, each committee to consist of one or
more directors.
ARTICLE SIX
MEETINGS OF STOCKHOLDERS

Section 1. Meetings of stockholders of the Corporation may be held within or
without the State of Nevada, as the Bylaws of the Corporation may provide. The annual meeting
of the stockholders of the Corporation shall be held within six (6) months after the close of the
fiscal year of the Corporation, for the purposes of electing directors, and transacting such other
business as may properly come before the meeting.
Section 2. There shall be no requirement that any stockholder provide the
Company advance notice of, or any particular information with respect to, any matter that may
be properly presented by a stockholder for consideration at any annual meeting of the
stockholders of the Corporation, including in respect of nomination of persons for election of
directors.
Section 3. Special stockholder meetings may be called by the Chairman of the
Board of Directors, and shall be called by the Chairman of the Board of Directors, Chief
Executive Officer or Secretary (i) within sixty (60) days of the request in writing of stockholders
holding beneficially or of record at least nine percent (9%) of the voting power or (ii) as directed
by a majority of the Board of Directors pursuant to a duly adopted resolution. Beneficial
ownership of shares for these purposes may be established by submission to the Corporation of a
written statement of broker, bank or other institutional nominee that is a direct or indirect
participant in the Depository Trust Company, through which such shares are held. Special
stockholder meetings may not be called by any other person or persons.

6
ARTICLE SEVEN
CONSENT FOR ACTION WITHOUT A MEETING
Any action required or permitted by law, these Articles of Incorporation or the
Bylaws of the Corporation to be taken at any annual or special meeting of the stockholders may
be taken without a meeting if, before or after the action, a written consent thereto is signed by
stockholders holding at least a majority of the voting power, except that if a different proportion
of voting power is required for such an action at a meeting, then that proportion of written
consents is required. In no instance where action is authorized by written consent need a meeting
of stockholders be called or notice given.

ARTICLE EIGHT
CERTAIN RESTRICTIONS ON TRANSFER

Section 1. Unless otherwise expressly approved by the Board of Directors,
prior to the date on which the Corporation has a class of equity securities registered under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or is otherwise required to file reports under Section 13 or Section 15(d) of the
Exchange Act, no shares of Capital Stock shall be Transferred, if such Transfer would (i) result
in there being more than 450 holders of record of such class of Capital Stock as determined
pursuant to Section 12(g) of the Exchange Act, and the rules and regulations promulgated
thereunder or (iii) otherwise require the Corporation to register the Common Stock (or any other
class of capital stock that may from time to time be authorized) under the Exchange Act or any
other applicable federal or state securities laws. Any Transfer in violation of the provisions of
this Section 1 of Article Eight shall be null and void ab initio, and shall not be recognized by the
Corporation on its books and records maintained for the registration of stockholders for any
purpose.
Section 2. As used in Section 1 of this Article Eight, Transfer means, with
respect to any Capital Stock, (i) when used as a verb, to sell, assign, dispose of, exchange, issue,
pledge, encumber, hypothecate or otherwise transfer such Capital Stock or any participation or
interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and
(ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, issuance,
pledge, encumbrance, hypothecation or other transfer of such Capital Stock or any participation
or interest therein or any agreement or commitment to do any of the foregoing, including in each
case by the Corporation.
ARTICLE NINE
LIMITATION OF DIRECTORS AND OFFICERS LIABILITY
The personal liability of the directors of the Corporation (including, without
limitation, personal liability to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director) is hereby eliminated to the fullest extent permitted by the
NRS. If the law of the State of Nevada is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by Law of the State of

7
Nevada as so amended. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or omissions prior to such
repeal or modification.
ARTICLE TEN
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceedings, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director or officer of the
Corporation, or is or was serving at the written request of the Corporation as a director or officer
of another corporation, or as its representative in a partnership, joint venture, trust or other
enterprise shall be indemnified and held harmless to the fullest extent legally permissible under
the law of the State of Nevada from time to time against all expenses, liability and loss
(including attorney's fees, judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him or her in connection therewith. Such right of
indemnification shall be a contract right that may be enforced in any manner desired by such
person. Such right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights of indemnification
under any Bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article Ten. Without limiting the application of the foregoing, the Board of
Directors may adopt Bylaws from time to time with respect to indemnification to provide at all
times the fullest indemnification permitted by the law of the State of Nevada and may cause the
Corporation to purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Corporation as a director of officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of such status,
whether or not the corporation would have the power to indemnify such person.
Section 2. Expenses. Expenses (including, without limitation, attorneys' fees
and expenses) incurred in defending a civil, criminal, administrative, or investigative action suit
or proceeding by any person entitled to indemnification pursuant to Section 1 of this Article Ten
shall be paid by the Corporation as they are incurred and in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director,
officer or other person to repay such amount if it shall ultimately be determined that such
director, officer or other person is not entitled to be indemnified by the Corporation under this
Article Ten or under any other contract or agreement between the Corporation and such director,
officer or other person.
Section 3. To the fullest extent permitted by law, the rights to indemnification
and advancement of expenses set forth in this Article Ten shall continue as to a person who has
ceased to be a director or officer of the Corporation (or has ceased to serve at the written request
of the Corporation as a director or officer of another corporation, or as a representative of the
Corporation in a partnership, joint venture, trust or other enterprise) in respect of any act or
omission, or alleged act or omission occurring prior to the time he or she has ceased to serve in

8
such capacity and shall inure to the benefit of his or her heirs, executors and personal and legal
representatives.
Section 4. The Corporation may enter into indemnity agreements, including
for the advancement of expenses in the manner provided in Section 2 of this Article Ten, with
employees and agents of the Corporation, as approved by the Board of Directors and upon terms
and conditions as it deems appropriate.
Section 5. Any repeal or modification of the foregoing provisions of this
Article Ten shall not adversely affect any right or protection hereunder of any person entitled to
indemnification or advancement of expenses hereunder in respect of any act or omission, or
alleged act or omission, occurring prior to the time of such repeal or modification.
ARTICLE ELEVEN
COMBINATIONS WITH INTERESTED STOCKHOLDERS

Section 1. The Corporation, pursuant to NRS 78.434, hereby elects not to be
governed by the provisions of NRS 78.378 through 78.3793, inclusive and 78.411 through
78.444, inclusive, of the Nevada Business Corporation Law.
Section 2. The Corporation shall not adopt a rights agreement or similar
agreement or plan providing for the dilutive issuance of shares of Common Stock or other
securities of the Corporation, or rights to acquire such securities, to stockholders of the
Corporation other than a stockholder who, alone or together with other persons, holds or
beneficially owns in excess of a specified percentage of the outstanding shares of Common Stock
(or other securities of the Corporation that may be authorized), unless such agreement or plan is
approved in advance by stockholders holding at least a majority of the voting power.
ARTICLE TWELVE
ADOPTION AND AMENDMENT OF BYLAWS

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws
of the Corporation, subject to the power of the stockholders to adopt, amend and repeal Bylaws;
provided that the Board of Directors shall not have the power to amend or repeal any Bylaw
adopted by stockholders, if the stockholders specifically provide that such Bylaw is not subject
to amendment or repeal by the directors. No Bylaw shall retroactively invalidate any prior act of
the Corporation, its directors, officers or stockholders.

ARTICLE THIRTEEN
RENUNCIATION OF BUSINESS OPPORTUNITY DOCTRINE

Section 1. Any director, officer or stockholder of the Corporation, and any of
their affiliates, other than those directors, officers or stockholders who are employees of the
Corporation, may engage in the same or similar activities or related lines of business as those in
which the Corporation, directly or indirectly, is or may in the future be engaged and/or other
business activities that overlap with or compete with those in which the Corporation, directly or
indirectly is or may in the future be engaged. To the fullest extent permitted by Law of the State

9
of Nevada, no director, officer or stockholder of the Corporation, or any of their affiliates, other
than those directors, officers or stockholders who are employees of the Corporation, shall be held
individually liable to the Corporation or its stockholders or creditors for any damages as a result
of engaging in any such activities.
Section 2. To the fullest extent permitted by Law of the State of Nevada, the
Corporation renounces any interest or expectancy of the Corporation in, or in being offered and
opportunity to participate in, business opportunities that are from time to time presented to the
directors, officers or stockholders of the Corporation, or any of their affiliates, other than those
directors, officers or stockholders who are employees of the Corporation. To the fullest extent
permitted by Law of the State of Nevada, no director, officer or stockholder of the Corporation,
or any of their affiliates, other than those directors, officers or stockholders who are employees
of the Corporation, shall be held individually liable to the Corporation or its stockholders or
creditors for any damages as a result of pursuing or acquiring any such business opportunities
Section 3. No amendment or repeal of this Article Thirteen shall apply to or
have any effect on the liability or alleged liability of any director, officer or stockholder of the
Corporation or any of their affiliates for or with respect to any activities commenced, or any
business opportunities of which a director, officer or stockholder became aware, prior to such
amendment or repeal.
ARTICLE FOURTEEN
AMENDMENT OF ARTICLES OF INCORPORATION

These Articles of Incorporation may be amended by the affirmative vote of
stockholders holding at least a majority of the voting power of the Corporation.

10
I, THE UNDERSIGNED, being duly authorized pursuant to the Confirmation Order, do
hereby execute these Amended and Restated Articles of Incorporation this __ day of ____, 2011.

/s/ _____________________
Name: William C. Gallagher

EXHIBIT G
Schedule 1.2.117: Form of Reorganized Debtors Partnership Agreement

AGREEMENT OF LIMITED PARTNERSHIP
OF
CAPMARK INVESTMENTS LP
by and among
CAPMARK INVESTMENT HOLDING LLC
as General Partner
and
CAPMARK FINANCE LLC
as Limited Partner

Dated as of [________________], 2011

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(this Agreement) of CAPMARK INVESTMENTS LP (the Partnership) is entered into by
and among Capmark Investment Holding LLC, a Delaware limited liability company (GP), as
the General Partner, and Capmark Finance LLC, a California limited liability company (LP),
as the Limited Partner.

WHEREAS, the Partnership was formed on October 2, 2000 as a Delaware limited
liability company and was converted on December 31, 2005 to a Delaware limited partnership
pursuant to Section 18-216 of the Delaware Limited Liability Company Act (6 Del. C. 18-101
et seq.), as amended from time to time, and Section 17-217 of the Delaware Revised Uniform
Limited Partnership Act (6 Del. C. 17-101 et seq.), as amended from time to time (the Act),
by causing the filing with the Secretary of State of the State of Delaware of a Certificate of
Conversion to Limited Partnership and a Certificate of Limited Partnership (the Conversion)
and currently exists under that certain Limited Partnership Agreement dated as of December 31,
2005 (the Agreement of Limited Partnership); and

WHEREAS, the Partners desire to amend and restate the Agreement of Limited
Partnership in its entirety.

NOW, THEREFORE, in consideration of the mutual promises made herein and intending
to be legally bound hereby, the Partners hereby agree to amend and restate the Limited
Partnership Agreement in its entirety as follows:

Article I. Organizational Matters
Section 1.01 Formation. The Partnership was formed on October 2, 2000 as a Delaware
limited liability company and was converted on December 31, 2005 to a Delaware limited
partnership, pursuant to Section 18-216 of the Delaware Limited Liability Company Act, 6 Del.
C. 18-101, et seq., and the Act, and pursuant to the filing of the Certificate of Limited
Partnership and Certificate of Conversion effective as of December 31, 2005. Except as
expressly provided herein to the contrary, the rights and obligations of the Partners and the
administration and termination of the Partnership shall be governed by the Act.
Section 1.02 Name. The name of the Partnership is Capmark Investments LP, and the business
of the Partnership is to be conducted under such name. The Partnerships business may be
conducted under any other name or names deemed advisable by the General Partner. The
General Partner may change the name of the Partnership at any time and from time to time.
Section 1.03 Registered Office and Agent. The registered office of the Partnership in the
State of Delaware is to be 2711 Centerville Road, Suite 400, Wilmington, New Castle County,
Delaware 19808; the registered agent at that address is Corporation Service Company. The
Partnership may maintain offices at such other place or places as the General Partner deems
advisable or necessary to efficiently conduct the Partnerships business.
Section 1.04 Term. The Partnerships existence shall be deemed to have commenced on
October 2, 2000, which is the date GMAC Institutional Advisors LLC commenced its existence
pursuant to the filing of its Certificate of Formation with the Secretary of State of the State of
2
Delaware, and the Partnerships existence shall continue until terminated in accordance with the
terms of this Agreement.
Article II. Definitions
The following definitions shall for all purposes, unless otherwise clearly indicated to the
contrary, apply to the terms used in this Agreement.

Act shall have the meaning assigned to such term in the preamble.

Adjusted Capital Account shall mean, with respect to any Partner, the balance, if any, in such
Partners Capital Account as of the end of the relevant taxable year, after giving effect to the
following adjustments: (a) credit to such Capital Account the maximum amount which such
Partner could then be obligated to restore pursuant to any provision of this Agreement or is
deemed to be obligated to restore pursuant to the Allocation Regulations and (b) debit to such
Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5),
and 1.704-1(b)(2)(ii)(d)(6) of the Allocation Regulations.

The foregoing definition of Adjusted Capital Account is intended to comply with the
provisions of Section 1.704-1(b)(2)(ii)(d) of the Allocation Regulations and shall be interpreted
consistently therewith.

Affiliate shall mean any Person that directly or indirectly controls, is controlled by or is
under common control with the Person in question. As used in this definition, control means
the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by
contract or otherwise.

Agreement shall have the meaning assigned to such term in the Preamble.

Allocation Regulations shall mean Treasury Regulation Sections 1.704-1(b), 1.704-2 and
1.704-3 (including any temporary regulations) as such regulations may be amended and in effect
from time to time and any corresponding provision of succeeding regulations.

Assignee means any transferee meeting the requirements of Article X.

Capital Account shall mean the capital account maintained for a Partner pursuant to
Section 4.02.

Capital Contributions shall mean any cash or property contributed to the Partnership by a
Partner.

Carrying Value means (a) with respect to property contributed to the Partnership, the fair
market value of such property at the time of contribution reduced (but not below zero) by all
depreciation, depletion (computed as a separate item of deduction), amortization and cost
recovery deductions charged to the Partners Capital Accounts, (b) with respect to any property
whose value is adjusted pursuant to the Allocation Regulations, the adjusted value of such
3
property reduced (but not below zero) by all depreciation and cost recovery deductions charged
to the Partners Capital
Accounts and (c) with respect to any other Partnership Property, the adjusted basis of such
property for federal income tax purposes, all as of the time of determination.

Code shall mean the Internal Revenue Code of 1986, as amended and in effect from time to
time, and any successor statute.

General Partner shall mean GP.

Limited Partner shall mean LP.

Notice shall have the meaning assigned to such term in Section 16.01.

Partner shall mean the General Partner or the Limited Partner.

Partnership shall have the meaning assigned to such term in the Preamble.

Partnership Interest shall mean the interest of a Partner in the Partnership.

Partnership Property shall mean any and all property, both real and personal, tangible and
intangible, whether contributed or otherwise acquired, owned by the Partnership.

Percentage Interest shall mean those percentages set forth opposite the Partners names on
Exhibit A.

Person shall mean an individual, estate, corporation, limited liability company,
partnership, limited liability partnership, trust, unincorporated organization, association,
enterprise or other entity.

Article III. Purpose
The purpose and nature of the business to be conducted by the Partnership shall be to
engage in any activities as permitted by the Act, as determined by the General Partner. The
General Partner shall execute, deliver and file any other certificates, affidavits and other
documentation (and any amendments and/or restatements thereof) necessary to qualify the
Partnership as a foreign limited partnership in any state or other jurisdiction in which such
qualification is required by law.
Article IV. Capital Contributions and Capital Accounts
Section 4.01 Capital Contributions. The Partners have made the contributions to the capital
of the Company as set forth opposite such Partners name on Exhibit A hereto. The Partners
shall have no obligation to make any additional capital contributions to the Partnership.
Section 4.02 Capital Accounts. The Partnership will maintain and shall continue to maintain
for each Partner a separate Capital Account in accordance with Treasury Regulation Section
4
1.704- 1(b) et seq., as such regulations may be amended and in effect from time to time and any
corresponding provisions of succeeding regulations.
Section 4.03 Interest. No interest shall be paid by the Partnership on Capital Contributions or
on balances in the Partners Capital Accounts.
Section 4.04 Loans from the Partners. Loans by a Partner to the Partnership shall not be
considered Capital Contributions.
Article V. Allocations and Distributions
Section 5.01 Allocations For Capital Account Purposes.
(a) General. Except as otherwise set forth in Section 5.01(b), for purposes of maintaining the
Capital Accounts and in determining the rights of the Partners among themselves, the
Partnerships items of income, gain, loss and deduction shall be allocated and charged to
the Partners in accordance with their respective Percentage Interests.
(b) Special Allocations. The following special allocations shall be made prior to making any
allocations provided for in 5.01(a) above:
(i) Qualified Income Offset. Except as provided in Section 5.01(b)(ii) hereof, in the event
any Partner unexpectedly receives any adjustments, allocations or distributions
described in Treasury Regulation Sections 1.704-1(b)(2)(i)(d)(4), 1.704-
1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall
be specifically allocated to such Partner in an amount and manner sufficient to
eliminate, to the extent required by the Allocation Regulations, the deficit balance, if
any, in its Adjusted Capital Account created by such adjustments, allocations or
distributions as quickly as possible.
(ii) Nonrecourse Debt Allocations. Notwithstanding any other provision of this Section
5.01, each Partner shall be allocated items of Partnership income and gain in each fiscal
year as necessary, in the General Partners discretion, to comply with the Allocation
Regulations relating to nonrecourse debt.
(iii) Gross Income Allocations. In the event any Partner has a deficit balance in its Adjusted
Capital Account at the end of any Partnership taxable period, such Partner shall be
specially allocated items of Partnership gross income and gain in the amount of such
excess as quickly as possible; provided, that an allocation pursuant to this Section
5.01(b)(iii) shall be made only if and to the extent that such Partner would have a deficit
balance in its Adjusted Capital Account after all other allocations provided in this
Section 5.1 have been tentatively made as if Section 5.01(b)(iii) were not in the
Agreement.
(iv) Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of
any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required,
pursuant to the Allocation Regulations, to be taken into account in determining Capital
Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an
5
item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis), and such item of gain or loss shall be specially allocated to the
Partners in a manner consistent with the manner in which their Capital Accounts are
required to be adjusted pursuant to the Allocation Regulations.
(v) Curative Allocation. The special allocations set forth in Section 5.01(b)(i), (ii) and (iii)
(the Regulatory Allocations) are intended to comply with the Allocation Regulations.
Notwithstanding any other provisions of this Section 5.01, the Regulatory Allocations
shall be taken into account in allocating items of income, gain, loss and deduction
among the Partners such that, to the extent possible, the net amount of allocations of
such items and the Regulatory Allocations to each Partner shall be equal to the net
amount that would have been allocated to each Partner if the Regulatory Allocations
had not occurred.
Section 5.02 Tax Allocations. For federal income tax purposes, except as otherwise required
by the Code, the Allocation Regulations or the following sentence, each item of Partnership
income, gain, loss, deduction and credit shall be allocated among the Partners in the same
manner as corresponding items are allocated in Section 5.01. Notwithstanding any provisions
contained herein to the contrary, solely for federal income tax purposes, items of income, gain,
depreciation, gain or loss with respect to property contributed or deemed contributed to the
Partnership by a Partner shall be allocated so as to take into account the variation between the
Partnerships tax basis in such contributed property and its Carrying Value.
Section 5.03 Distributions.
(a) Except as otherwise provided in Section 13.03, cash may be distributed at such time and in
such amounts as the General Partner shall determine to the Partners in accordance with their
respective Percentage Interests.
(b) Such distributions shall be made concurrently to the Partners (or their Assignees) as reflected
on the books of the Partnership on the date set for purposes of such distribution.
Article VI. Rights, Powers and Duties of the Board of Directors; Outside Activities of
Partners
Section 6.01 Management and Control of the Partnership. The management of the
Partnership shall be vested in a Board of Directors appointed by the General Partner. The Board
of Directors shall have full power and authority on behalf of the Partnership to manage, control,
administer, operate and conduct the Partnership business. The Board of Directors shall consist of
not less than one director, with the number of such directors being originally 2 and thereafter
being fixed or changed from time to time by the General Partner. Each director shall hold office
until his or her successor is elected and qualified or until such directors earlier death, resignation
or removal from the Board of Directors. The General Partner shall appoint the directors and may
remove any or all of the directors, with or without cause. In the event of any vacancy, the
General Partner may identify another individual to fill the vacancy.
Section 6.02 Powers of the Board of Directors. Except as otherwise provided in this
Agreement, all powers to control and manage the business and affairs of the Partnership shall be
6
exclusively vested in the Board of Directors and the Board of Directors may exercise all powers
of the Partnership and do all such lawful acts as are not by statute, the Certificate of Limited
Partnership of the Partnership, or this Agreement directed or required to be exercised or done by
the General Partner and in so doing shall have the right and authority to take all actions that the
Board of Directors deems necessary, useful, or appropriate for the management and conduct of
the business of the Partnership; provided, however, that the General Partner may amend this
Agreement at any time and thereby broaden or limit the Board of Directors' power and authority.
Section 6.03 Meetings of Board of Directors.
(a) Regular and Annual Meetings; Notice. Regular meetings of the Board of Directors shall be
held at such time and at such place as the Board of Directors may from time to time
prescribe. No notice need be given of any regular meeting and a notice, if given, need not
specify the purposes thereof. A meeting of the Board of Directors may be held without notice
immediately after an annual meeting of the General Partner at the same place as that at which
such meeting was held.
(b) Special Meetings; Notice. A special meeting of the Board of Directors may be called at any
time by the President or any person acting in the place of the President and shall be called by
the President or by the Secretary upon receipt of a written request of a majority of the
directors then in office to do so, specifying the matter or matters appropriate for action at
such a meeting that are proposed to be presented at the meeting. Any such meeting shall be
held at such time and at such place, within or without the State of Delaware, as shall be
determined by person calling such meeting. Notice of such meeting stating the date, time,
and place thereof shall be given by mail, telephone, or personally.
(c) Quorum. A majority of the whole Board of Directors shall constitute a quorum for the
transaction of business, but in the absence of a quorum, a majority of those present (or if only
one be present, then that one) may adjourn the meeting, without notice other than
announcement at the meeting, until such time as a quorum is present. Except as otherwise
required by this Agreement, the vote of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
(d) Written Action by Directors. Any action required or permitted to be taken at a meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the members of the Board
of Directors or of such committee, as the case may be, entitled to vote with respect to the
subject matter thereof, and such consent shall have the same force and effect as a unanimous
vote.
Section 6.04 Officers.
(a) The Board of Directors may, at any time and from time to time, in its discretion, delegate
management and other responsibilities to the officers of the Partnership appointed pursuant to
Section 6.04(b). It is the intent of the Partners that the day-to-day operations of the
Partnership shall be managed by or under the direction of the President of the Partnership
(the President) and the other officers of the Partnership (and persons to whom the President
7
and such other officers have the power to delegate, and so delegate, responsibilities) in
accordance with delegations of authority approved by the Board of Directors or, in the case
of the President, as otherwise set forth in Section 6.04(b).
(b) The Board of Directors shall, from time to time as appropriate, elect an individual to serve as
the President and shall, from time to time as appropriate, elect other officers of the
Partnership (the President and such other officers are referred to herein collectively as the
Officers) having such titles, duties and authority as shall be determined by the Board of
Directors or as set forth herein. The President shall have full power and discretion to manage
the day-to-day operations of the Partnership and, without limiting the generality of the
foregoing, the President (i) may, and may authorize any of the other Officers to, execute on
behalf of the Partnership contracts, documents and other instruments (it being agreed that the
Board of Directors may also delegate such authority to any of the foregoing Persons) and (ii)
may in his discretion appoint and remove other Officers having such titles, duties and
authority as shall be determined by the President.
Article VII. Rights and Obligations of the Limited Partner
Section 7.01 Limitations on the Limited Partner. Except as otherwise specifically provided
herein, the Limited Partner shall not (a) be permitted to take part in the management or control of
the Partnership business or the affairs of the Partnership, (b) have the authority or power in its
capacity as Limited Partner to act as agent for or on behalf of the Partnership or any other
Partner, (c) do any act which would be binding on the Partnership or any other Partner, or (d)
incur any expenditures on behalf of or with respect to the Partnership.
Section 7.02 Liability of the Limited Partner. The Limited Partner shall not be directly liable
to any third party for the debts, liabilities, contracts or other obligations of the Partnership except
to the extent of the Limited Partners share of the assets (including undistributed revenues) of the
Partnership.
Section 7.03 Return of Capital. Except as otherwise provided in Article XIII, no Partner shall
be entitled to the withdrawal or return of its Capital Contribution.
Article VIII. Books, Records, Accounting and Reports
Section 8.01 Records and Accounting. The General Partner shall keep or cause to be kept
appropriate books with respect to the Partnerships business, which books shall at all times be
kept at the principal office of the Partnership. The books of the Partnership shall be maintained
on a consistent basis determined by the General Partner.
Section 8.02 Fiscal Year. The fiscal year of the Partnership shall be the calendar year.
Article IX. Tax Matters
The General Partner shall arrange for the preparation (at the Partnerships expense) and
timely filing of all returns of Partnership income, gains, deductions and losses necessary for state
income tax purposes and shall use reasonable efforts to cause copies of such returns or all
pertinent information contained therein to be furnished to the Partners within ninety (90) days of
8
the close of the taxable year. The General Partner shall be the tax matters partner (as defined in
Section 6231 of the Code) and shall be authorized and required to represent the Partnership (at
the expense of the Partnership) in connection with all examinations of the affairs of the
Partnership by tax authorities and to expend Partnership funds for professional services and costs
associated therewith.
Article X. Transfer of Interests
Section 10.01 Transfer. No Partner may transfer a Partnership Interest (or any rights therein) in
whole or in part, except in accordance with the terms and conditions set forth in this Article X.
Any transfer or purported transfer of any Partnership Interest not made in accordance with this
Article X shall be null and void ab initio and of no force and effect.
Section 10.02 Transfer of Interest of General Partner. The General Partner may not transfer
all or any portion of its Partnership Interest as a General Partner (or any rights therein) without
the consent of the Limited Partner.
Section 10.03 Transfer of Interest of the Limited Partner. The Limited Partner may not
transfer all or any part of its Partnership Interest as a Limited Partner (or any rights therein)
without the prior written consent of the General Partner.
Article XI. Admission of Partners
Section 11.01 Amendment of Agreement. For the admission to the Partnership of any Partner,
the General Partner shall take all steps necessary and appropriate to prepare and record, as
necessary, an amendment of this Agreement and the Certificate of Limited Partnership of the
Partnership.
Article XII. Withdrawal of the General Partner. The General Partner may not withdraw
from the Partnership without the written consent of the Limited Partner. The interest of the
withdrawing General Partner may, at the option of the Limited Partner, be converted into a
limited partner interest without any reduction in such interest (subject to proportionate dilution
by reason of admission of its successor).
Article XIII. Dissolution and Liquidation
Section 13.01 Dissolution. The Partnership shall be dissolved (i) upon an election to dissolve
the Partnership which is approved by the Partners; (ii) the withdrawal of the General Partner
unless at the time there is at least 1 other general partner, but the Partnership is not dissolved and
is not required to be wound up by reason of any event of withdrawal if within 90 days the
remaining Partners agree to continue the business of the limited partnership and to appoint,
effective as of the date of withdrawal, 1 or more additional general partners if necessary or
desired; (iii) At the time there are no Limited Partners; provided, that the Partnership is not
dissolved and is not required to be wound up if (a) within 90 days after the occurrence of the
event that caused the last remaining Limited Partner to cease to be a Limited Partner, the
personal representative of the last remaining Limited Partner and the General Partner agree to
continue the business of the Partnership and to the admission of the personal representative of
such Limited Partner or its nominee or designee to the limited partnership as a Limited Partner,
9
effective as of the occurrence of the event that caused the last remaining Limited Partner to cease
to be a limited partner or (b) a limited partner is admitted to the Partnership in the manner
provided for in this Agreement, effective as of the occurrence of the event that caused the last
remaining Limited Partner to cease to be a Limited Partner, within 90 days after the occurrence
of the event that caused the last remaining Limited Partner to cease to be a Limited Partner; or
(iv) the entry a decree of judicial dissolution.
Section 13.02 Liquidation. Upon dissolution of the Partnership, the General Partner, or in the
event the General Partner has been dissolved or removed or withdrawn, a liquidator or
liquidating committee selected by the Limited Partner shall be the Liquidator. The Liquidator
shall liquidate the assets of the Partnership and apply and distribute the proceeds of such
liquidation in the following order of priority, unless otherwise required by mandatory provisions
of applicable law:
(a) First, to the payment of creditors of the Partnership, including Partners, in order of priority
provided by law; and
(b) Second, to the Partners in proportion to and to the extent of the positive balances in their
respective Capital Accounts after taking into account all adjustments to the Capital Account
balances pursuant to Section 5.01.
Section 13.03 Distribution in Kind. Notwithstanding the provisions of Section 13.02, but
subject to the order of priorities set forth therein, if on dissolution of the Partnership the
Liquidator determines that an immediate sale of part or all of the Partnerships assets would be
impractical or would cause undue loss to the Partners, the Liquidator may defer for a reasonable
time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership
(other than those to Partners) and may distribute to the Partners, in lieu of cash, as tenants in
common and in accordance with the provisions of Section 13.02(c), undivided interests in such
Partnership Property as the Liquidator deems not suitable for liquidation.
Section 13.04 Return of Capital. The General Partner shall not be personally liable for the
return of the Capital Contributions of the Partners or any portion thereof, it being expressly
understood that any such return shall be made solely from Partnership assets.
Section 13.05 Waiver of Partition. Each Partner hereby waives any rights to partition of the
Partnership Property.
Section 13.06 Cancellation of Certificate of Limited Partnership. Upon the completion of the
distribution of Partnership Property as provided in Sections 13.02 and 13.03, the Partnership
shall be terminated, and the Liquidator (or the General Partner or the Limited Partner, as the case
may be in accordance with the Act) shall cause the Certificate of Limited Partnership of the
Partnership to be canceled and shall take such other actions as may be necessary to terminate the
Partnership.
Section 13.07 Reasonable Time for Winding Up. A reasonable time shall be allowed for the
orderly winding up of the business and affairs of the Partnership and the liquidation of its assets
pursuant to Sections 13.02 and 13.03 in order to minimize any losses otherwise attendant upon
such winding up.
10
Section 13.08 Capital Account Restoration. The Limited Partner shall not be obligated to
restore any negative balance in its Capital Account or have any obligation to make additional
contributions of capital upon liquidation.
Article XIV. Amendment of Partnership Agreement
Any amendment to this Agreement may only be adopted by the agreement in writing of
all of the Partners. The Limited Partner agrees promptly to execute or cause to be executed such
amendments to this Agreement and the Certificate of Limited Partnership of the Partnership as
the General Partner may deem appropriate to reflect amendments adopted in accordance with
this paragraph.
Article XV. Directors and Officers: Indemnification and Limitation of Liability.
Section 15.01 Indemnification. The Partnership shall indemnify, in accordance with and to the
fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any
person (a "Covered Person") who was or is a party or is threatened to be made a party to, or is
otherwise a participant in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without limitation, an action
by or in the right of the Partnership) by reason of the fact that such person is or was a director or
officer of the Partnership, or is or was serving at the written request of the Partnership as a
director or officer of another entity, or as its representative in a partnership, joint venture,
trust or other enterprise, against any liabilities, expenses (including, without limitation,
attorneys' fees and expenses and any other costs and expenses incurred in connection with
defending such action, suit or proceeding), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner in which he or she reasonably
believed to be in or not opposed to the best interests of the Partnership, and, with respect to any
criminal action or proceeding, had no reason to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the Partnership, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful. "Other enterprise" shall
include, without limitation, employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and references to serving at
the request of the Partnership shall include, without limitation, any service as a director, officer,
employee or agent of the Partnership or any of its subsidiaries which imposes duties on, or
involves service by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries. The Partnership shall also be authorized to indemnify any
person serving as an employee or agent of the Partnership in like circumstances. The
indemnification provided in this Article XV is not exclusive of any other right to indemnification
provided by law or otherwise.
Section 15.02 Expenses. Expenses (including, without limitation, attorneys' fees and expenses)
incurred in defending a civil, criminal, administrative, or investigative action suit or proceeding
by any person entitled to indemnification pursuant to subsection (a) of this Article XV shall be
11
paid by the Partnership as they are incurred and in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer or other
person to repay such amount if it shall ultimately be determined that such director, officer or
other person is not entitled to be indemnified by the Partnership under this Article XV or under
any other contract or agreement between such director, officer or other person.
Section 15.03 No Exclusivity. The indemnification and advancement of expenses provided by
this Article XV shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any law, agreement, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such office, except that
indemnification (unless ordered by a court) shall not be made to or on behalf of any director,
officer, or other person, to the extent the indemnification therefore is provided for herein, if a
final adjudication establishes that his or her acts or omissions involved intentional misconduct,
fraud or a knowing violation of law and was material to the cause of action. The indemnification
provided by this Article XV shall continue as to a person who has ceased to be a director or
officer of the Partnership or has ceased to serve at the request of the Partnership as a director or
officer of another entity, or as a representative of the Partnership in another partnership, joint
Section 15.04 Insurance. The Partnership may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Partnership, or is or was
serving at the request of the Partnership as a director, officer, employee or agent of another
company, partnership, joint venture, trust, organization or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not such person would be entitled to indemnity against
such liability under the provisions of this Article XV.
Section 15.05 Agreements. The Partnership may enter into an indemnity agreement with any
director, officer, employee or agent of the Partnership, upon terms and conditions that the Board
of Directors deems appropriate, as long as the provisions of the agreement are not inconsistent
with this Article XV.
Section 15.06 Amendment or Repeal. Any repeal or modification of the foregoing provisions
of this Article XV shall not adversely affect any right or protection hereunder of any Covered
Person in respect of any act or omission occurring prior to the time of such repeal or
modification.
Section 15.07 Limitation of Liability. The debts, obligations, and liabilities of the Partnership,
whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities
of the Partnership, and no officer or Director shall be obligated personally for any such debt,
obligation or, liability of the Partnership solely by reason of being an officer or director of the
Partnership.
12
Article XVI. General Provisions
Section 16.01 Addresses and Notices. The address of each Partner for all purposes shall be the
address set forth on Exhibit A attached hereto or such other address of which the General Partner
has received written notice. Subject to the following sentence, any notice, demand, request or
report required or permitted to be given or made to a Partner under this Agreement (Notice)
shall be in writing and shall be deemed given or made when delivered in person or when sent to
the Partner at such address by first class mail or by other means of written communication,
including fax or email, if the address of such Partner furnished hereunder contains sufficient
information to transmit notice by such means.
Section 16.02 Titles and Captions. All article or section titles or captions in this Agreement are
for convenience only. They shall not be deemed part of this Agreement and in no way define,
limit, extend or describe the scope or intent of any provisions hereof.
Section 16.03 Pronouns and Plurals. Whenever the context may require, any pronoun used in
this Agreement shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice versa.
Section 16.04 Further Action. The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or appropriate to achieve
the purpose of this Agreement.
Section 16.05 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties and their successors, legal representatives and permitted assigns.
Section 16.06 Integration. This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter hereof and supersedes all prior agreements and understandings
pertaining thereto.
Section 16.07 Creditors. None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditors of the Partnership.
Section 16.08 Waiver. No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy
consequent upon a breach thereof shall constitute waiver of any such breach or any other
covenant, duty, agreement or condition.
Section 16.09 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
Section 16.10 Consent to Jurisdiction. Each Partner hereby (i) irrevocably submits to the
nonexclusive jurisdiction of any Delaware State court or Federal court sitting in Wilmington,
Delaware in any action arising out of this Agreement, and (ii) consents to the service of process
by mail. Nothing herein shall affect the right of any party to serve legal process in any manner
permitted by law or affect its right to bring any action in any other court.
13
Section 16.11 Exhibits. Any and all Exhibits referred to in this Agreement are by such reference
incorporated herein and made a part hereof for all purposes.
Section 16.12 Invalidity of Provisions. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.
Section 16.13 Counterparts and Signatures. This Agreement may be executed in any number
of counterparts, with each such counterpart being deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement. Signatures received by telecopy or
facsimile shall be treated as original signatures for purposes of execution of this Agreement.

14

IN WITNESS WHEREOF, the undersigned, being the General Partner and Limited
Partner of Capmark Investments LP, have set their hands as of the date first above mentioned.

GENERAL PARTNER:

CAPMARK INVESTMENT HOLDING LLC

By: CAPMARK FINANCE INC., ITS SOLE
MEMBER

By:_____________________________
Name:
Title:

LIMITED PARTNER:

CAPMARK FINANCE LLC

By:_____________________________
Name:
Title:

15
EXHIBIT A
Name and Address of Partner Percentage Interest Capital Contribution
Capmark Investment Holding LLC
116 Welsh Road
Horsham, PA 19044
1%
Capmark Finance LLC
116 Welsh Road
Horsham, PA 19044
99%

EXHIBIT H
Schedule 1.2.118: Form of Reorganized Debtors LLC Agreements

OPERATING AGREEMENT
OF
__________________
This Operating Agreement (this Agreement) of __________________ (the
Company), dated as of ___________, 2011, agreed to by __________________, a
__________________, as the sole Member of the Company. The Member hereby agrees as
follows:
Section 1. Name. The name of the Company is __________________. The business
of the Company may be conducted under any other name deemed necessary or desirable by the
Member.
Section 2. Purpose. The Company is formed for the object and purpose of engaging
in any other lawful act or activity for which limited liability companies may be formed under the
Delaware Limited Liability Company Act (the Act).
Section 3. Registered Office; Registered Agent. The address of the registered office
of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New
Castle County, Delaware 19808; the registered agent at that address is Corporation Service
Company.
Section 4. Principal Office. The principal office address of the Company shall be
116 Welsh Road, Horsham, PA 19044, Attn: __________________, or such other place as the
Member may determine from time to time.
Section 5. Member. The name and the mailing address of the Member is as set forth
in Appendix I hereto. The Member hereby agrees to be bound by the terms of this Agreement.
Section 6. Powers. The Member shall have the power to do any and all acts
necessary or convenient to or for the furtherance of the purposes described herein, including all
powers, statutory or otherwise, possessed by the Member under the laws of the State of
Delaware. The Company may from time to time appoint persons to act on behalf of the
Company and may hire employees and agents and appoint officers to perform such functions as
from time to time shall be delegated to such employees, agents and officers.
Section 7. Management.
(a) The business and affairs of the Company shall be managed and controlled by or
under the direction of a Board of Directors, which may exercise all such powers of the Company
and do all such lawful acts and things as are not by law or by this Agreement directed or required
to be exercised or done by the Member. The Board of Directors shall consist of not less than one
director, with the number of such directors being originally two and thereafter being fixed or
changed from time to time by the Member. Each director shall hold office until their successor is
elected and qualified or until such officers earlier death, resignation or removal from office. The
Member shall appoint the directors and may remove any or all of the directors, with or without
2
cause. The Board of Directors may designate one or more committees, each committee to
consist of one or more Directors, as from time to time the Board of Directors deems necessary.
(b) No advance notice is required for a meeting of the Board of Directors. A majority
of the number of directors then in office shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time. At the adjourned
meeting, the Board of Directors may transact any business which might have been transacted at
the original meeting.
(c) Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with the minutes of
proceedings of the Board of Directors.
Section 8. Officers. The officers of the Company may include a Chief Executive
Officer, a President, one or more Executive Vice Presidents, one or more Senior Vice Presidents,
one or more Vice Presidents, a Secretary, a Treasurer, and such other officers and agents, as may
be elected from time to time by or under the authority of the Board of Directors. The same
individual may simultaneously hold more than one office in the Company, but no individual may
act in more than one capacity where action of two or more officers of the Company is required.
The officers of the Company shall be elected by the Board of Directors or by an officer
authorized by the Board of Directors to select one or more officers; provided, however, that no
officer may be authorized to elect the Chief Executive Officer or the President. Each officer
shall have such authority, and shall carry out such duties and responsibilities, as may be directed
by the Member or by the officer authorized to appoint such officer and shall hold office until
their successors are elected and qualified or until such officers earlier death, resignation or
removal from office.
Section 9. Capital Contributions.
(a) The Member has made or will make a contribution to the capital of the Company
as set forth in Appendix I hereto. The Member shall have no obligation to make any additional
capital contributions to the Company.
(b) A capital account shall be maintained by the Company for the Member.
Section 10. Additional Contributions.
(a) The Member may make such additional capital contributions to the Company as
the Member in its sole and absolute discretion deems advisable in connection with the activities
of the Company.
(b) The provisions of Section 9 and this Section 10 are intended solely to benefit the
Member and, to the fullest extent permitted by law, shall not be construed as conferring any
benefit upon any creditor of the Company, other than the Member (and no such creditor of the
Company, other than the Member, shall be a third party beneficiary of this Agreement), and the
3
Member shall not have a duty or obligation to any creditor of the Company (other than to the
Member) to make any contribution to the Company and the Member shall not have any duty or
obligation to any creditor of the Company (other than to the Member) to issue any call for capital
pursuant to this Section 10.
Section 11. Tax Classification. For federal and state income tax purposes, the
Company shall be treated as a single-member limited liability company recognized as a separate
branch or division of the Member and not as a separate income tax reporting entity.
Section 12. Distributions.
(a) Subject to the establishment of any reserves deemed necessary by the Member,
any excess cash or property of the Company may be distributed periodically and solely to the
Member. To the fullest extent permitted by the Act, the Member shall not be liable for the return
of any such amounts. The Company shall not make a distribution to the Member if such
distribution would violate Section 18-607 of the Act.
(b) Distributions shall be made to the Member at the times and in the aggregate
amounts determined by the Member.
Section 13. Fiscal Year; Tax Matters.
(a) The fiscal year of the Company shall be the same as the fiscal year of the
Member.
(b) Proper and complete records and books of account of the business of the
Company shall be maintained at the Companys principal place of business. The Companys
books of account shall be maintained on a basis consistent with such treatment and on the same
basis utilized in preparing the Members federal income tax returns. The Member and its duly
authorized representatives may, for any reason reasonably related to their interests as Member,
examine the Companys books of account and make copies and extracts therefrom at its own
expense. The Member shall maintain the records of the Company for three years following the
termination of the Company. No information shall be kept confidential from any Member,
including any information which may have otherwise been kept confidential from the Member
pursuant to 18-305(c) of the Act.
Section 14. Assignment and Transfers of Interests. The Member may transfer all or
any portion of its interest in the Company at any time in its sole and absolute discretion.
Section 15. Admission of Additional Members. One or more additional Members
may be admitted to the Company with the written consent of the Member.
Section 16. Liability of Member. The Member shall not have any liability for the
obligations or liabilities of the Company. Nothing express or implied shall be construed to
confer upon or to give any person except the Member any rights or remedies under or by reason
of this Agreement. All persons dealing with the Company shall look solely to the Company
assets for satisfaction of claims of any nature. Any obligations or liability whatsoever of the
Company which may arise at any time under this Agreement or which may be incurred pursuant
4
to any other instrument, transaction or undertaking shall be satisfied, if at all, out of the
Company assets only. No such obligations or liability shall be personally binding upon the
property of the Member.
Section 17. Term and Dissolution.
(a) The term of the Company commenced on the date that the Certificate of
Formation of the Company was filed with the Delaware Secretary of State and, subject to the
occurrence of an event of dissolution pursuant to Section 17(b) hereof, the Company shall have
perpetual existence.
(b) The Company shall dissolve, and its affairs shall be wound up upon the first to
occur of the following: (i) the written consent of the Member, or (ii) the entry of a decree of
judicial dissolution.
(c) Notwithstanding any provision of the Act to the contrary, the Company shall
continue and not dissolve as a result of the death, retirement, resignation, expulsion, bankruptcy
or dissolution of the Member or any other event that terminates the continued membership of the
Member.
(d) Upon the occurrence of any event that causes there to be no Members of the
Company, to the fullest extent permitted by law, the personal representative of the last remaining
Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such Member in the Company, agree in writing (i) to
continue the Company and (ii) to the admission of the personal representative or its nominee or
designee, as the case may be, as a substitute Member of the Company, effective as of the
occurrence of the event that terminated the continued membership of such Member in the
Company.
(e) Application of Liquidation Proceeds. All proceeds from liquidation of the
Companys assets shall be applied and distributed in the following order of priority:
(i) First, to the payment of the debts and liabilities of the Company to its
creditors (including the Member, if applicable) and the expenses of liquidation;
(ii) Second, to the creation of any reserves which the Member may deem
reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of
the Company arising out of or in connection with the business and operation of the Company;
and
(iii) Third, the balance, if any, to the Member.
Section 18. Loans. The Member may, at any time, make loans to the Company as
determined by the Member.
5
Section 19. Indemnification.
(a) The Company shall indemnify, in accordance with and to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended, any person (a
Covered Person) who was or is a party or is threatened to be made a party to, or is otherwise a
participant in, any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation, an action by or in the
right of the Company) by reason of the fact that such person is or was a director or officer of the
Company, or is or was serving at the written request of the Company as a director or officer of
another company, or as its representative in a partnership, joint venture, trust or other enterprise,
against any liabilities, expenses (including, without limitation, attorneys fees and expenses and
any other costs and expenses incurred in connection with defending such action, suit or
proceeding), judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person acted in good
faith and in a manner in which he or she reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or proceeding, had no reason
to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful. Other enterprise shall include, without limitation, employee benefit
plans; references to fines shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to serving at the request of the Company shall include,
without limitation, any service as a director, officer, employee or agent of the Company or any of
its subsidiaries which imposes duties on, or involves service by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or beneficiaries. The Company
shall also be authorized to indemnify any person serving as an employee or agent of the
Company in like circumstances.
The indemnification provided in this Section 19 is not exclusive of any other right to
indemnification provided by law or otherwise.
(b) Expenses. Expenses (including, without limitation, attorneys fees and expenses)
incurred in defending a civil, criminal, administrative, or investigative action suit or proceeding
by any person entitled to indemnification pursuant to subsection (a) of this Section 19 shall be
paid by the Company as they are incurred and in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer or other
person to repay such amount if it shall ultimately be determined that such director, officer or
other person is not entitled to be indemnified by the Company under this Section 19 or under any
other contract or agreement between such director, officer or other person.
(c) No Exclusivity. The indemnification and advancement of expenses provided by
this Section 19 shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any law, agreement, or otherwise, both as to action in such persons official
capacity and as to action in another capacity while holding such office, except that
indemnification (unless ordered by a court) shall not be made to or on behalf of any director,
6
officer or other person, to the extent the indemnification therefore is provided for herein, if a
final adjudication establishes that his or her acts or omissions involved intentional misconduct,
fraud or a knowing violation of law and was material to the cause of action. The indemnification
provided by this Section 19 shall continue as to a person who has ceased to be a director or
officer of the Company or has ceased to serve at the request of the Company as a director or
officer of another entity, or as a representative of the Company in another partnership, joint
(d) Insurance. The Company may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of another company,
partnership, joint venture, trust, organization or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or arising out of such
persons status as such, whether or not such person would be entitled to indemnity against such
liability under the provisions of this Section 19.
(e) Agreements. The Company may enter into an indemnity agreement with any
director, officer, employee or agent of the Company, upon terms and conditions that the Board of
Directors deems appropriate, as long as the provisions of the agreement are not inconsistent with
this Section 19.
Section 20. Amendment or Repeal. The indemnification and advancement of expense
provided by this Section 19 shall continue as to a Covered Person who has ceased to be a director
or officer. Any repeal or modification of the foregoing provisions of this Section 19 shall not
adversely affect any right or protection hereunder of any Covered Person in respect of any act or
omission occurring prior to the time of such repeal or modification.
Section 21. Amendments. Any amendments to this Agreement may be made upon
written consent of the Member and shall be in writing signed by the Member.
Section 22. Severability. If any provision of this Agreement shall be held to be
invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Formation,
then such provision shall nonetheless be enforced to the maximum extent possible consistent
with such holding and the remaining provisions of this Agreement (including, without limitation,
all portions of any section of this Agreement containing any such provision held to be invalid,
illegal, unenforceable or in conflict with the Companys Certificate of Formation) that are not
themselves invalid, illegal, unenforceable or in conflict with the Companys Certificate of
Formation shall remain in full force and effect.
Section 23. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed by said laws.
The Member intends the provisions of Act to be controlling as to any matters not set forth in this
Agreement.
[Signature page follows]
7
IN WITNESS WHEREOF, the Member has caused this Agreement to be duly executed
and delivered on the day and year first above written.
MEMBER:

__________________,
a __________________

By: ________________________________________
Name: ________________________________________
Title: ________________________________________

APPENDIX I
MEMBERS
Name and Address
Of Member
Initial
Contribution
__________________ __________________

EXHIBIT I
Schedule 7.1: List of Executory Contracts to Be Rejected under the Plan
Schedule 7.1

List of Executory Contracts to Be Rejected under the Plan
1

PARTY NAME AND ADDRESS DEBTOR PARTY DESCRIPTION OF CONTRACT
CB Richard Ellis, Inc.
11150 Santa Monica Boulevard
Suite 1600
Los Angeles, CA 90025
Capmark
Investments LP
License Agreement dated as of March 10,
2008 by and between CB Richard Ellis, Inc.
acting through Torto Wheaton Research and
Capmark Investments LP
Torto Wheaton Research
200 High Street
3rd Floor
Boston, MA 02110-3036
Capmark
Investments LP
License Agreement dated as of March 10,
2008 by and between CB Richard Ellis, Inc.
acting through Torto Wheaton Research and

Pitney Bowes, Inc.
27 Waterview Drive
Shelton, CT 06484-4361

Capmark Finance
Inc.
Lease and Maintenance Agreement dated as of
February 24, 2009
Bloomberg LP
731 Lexington Avenue
New York, NY 10022
Capmark Finance
Inc.
Bloomberg Data Subscription Agreement
Bloomberg LP
731 Lexington Avenue
New York, NY 10022
Capmark Finance
Inc.
Bloomberg Data Circuits Lease Agreement
Muller-Madison Phoenix, LLC
23521 Paseo de Valencia
Suite 200
Laguna Hills, CA 92653
Attn: Stephen J. Muller and Jon M.
Muller

Commercial Equity
Investments Inc.
Limited Liability Company Agreement of
Madison Square Phoenix LLC dated as of
April 26, 2000
Coontz & Matthews LLP
30448 Rancho Viejo Road, Suite
120
San Juan Capistrano, CA 92675
Commercial Equity
Investments Inc.
Madison Square Phoenix LLC dated as of
April 26, 2000
Bank of America, N.A.
233 South Wacker Drive, Suite 2800
Chicago, IL 60606

Capmark Finance
Inc.
ISDA Master Agreement dated as of October
16, 2006

1
Consistent with Section 7.1 of the Plan, nothing in this Plan Supplement constitutes an
admission by a Proponent Debtor or a Reorganized Debtor that any contract or lease is an
executory contract or unexpired lease or that a Proponent Debtor has any liability
thereunder.

2
Bank of America, N.A.
233 South Wacker Drive, Suite 2800
Chicago, IL 60606
Capmark Finance
Inc.
Credit Support Annex dated as of October 16,
2006
Barclays Bank PLC
New York Branch
222 Broadway
New York, NY 10038
Capmark Finance
Inc.
ISDA Master Agreement dated as of March
15, 2001
Barclays Bank PLC
New York Branch
222 Broadway
New York, NY 10038
Capmark Finance
Inc.
Credit Support Annex dated as of March 15,
2001
Citibank, N.A.
Collateral Management Group
333 West 34
th
Street, 2
nd
Floor
New York, NY 10001
Capmark Finance
Inc.
ISDA Master Agreement dated as of August
30, 2005
Citibank, N.A.
333 West 34
th
Street, 2
nd
Floor
New York, NY 10001
Capmark Finance
Inc.
Credit Support Annex dated as of August 30,
2005
Deutsche Bank AG, New York
Branch
31 West 52
nd
Street
New York, NY 10019
Capmark Finance
Inc.
ISDA Master Agreement dated as of January
10, 2001 executed February 27, 2001

Deutsche Bank AG, New York
Branch
31 West 52
nd
Street
New York, NY 10019
Capmark Finance
Inc.
Credit Support Annex dated as of January 10,
2001 executed February 27, 2001
General Motors Acceptance
Corporation

Capmark Finance
Inc.
ISDA Interest Rate and Currency Exchange
Agreement dated as of November 30, 1998
Goldman Sachs Capital Markets,
L.P.
Capmark Finance
Inc.
20, 1998
Goldman Sachs Capital Markets,
L.P.
Capmark Finance
Inc.
Credit Support Annex dated as of October 20,
1998
HSBC Bank USA, National
Association
452 Fifth Avenue
New York, NY 10018
Capmark Finance
Inc.
ISDA Master Agreement dated as of February
24, 2005
HSBC Bank USA, National
Association
452 Fifth Avenue
New York, NY 10018

Capmark Finance
Inc.
Credit Support Annex (undated)
3
Merrill Lynch Capital Services, Inc.
World Financial Center
New York, NY 10080
Capmark Financial
Group Inc.
ISDA Master Agreement dated as of June 1,
2000 (re: Merrill Lynch & Co. Puttable
Floating Option Tax-Exempt Receipts, Series
PT-1000
Merrill Lynch Capital Services, Inc.
World Financial Center
New York, NY 10080
Capmark Financial
Group Inc.
Amended and Restated Standby
Reimbursement Agreement dated as of June 1,
2000
Morgan Stanley Capital Services,
Inc.
Derivatives Products Group
3
rd
Floor
1585 Broadway
New York, NY 10036
Capmark Finance
Inc.
16, 1996
Inc.
3
rd
Floor
1585 Broadway
New York, NY 10036
Capmark Finance
Inc.
Schedule to the Master Agreement dated as of
October 16, 1996
Inc.
3
rd
Floor
1585 Broadway
New York, NY 10036
Capmark Finance
Inc.
First Amendment dated as of February 14,
2003 to the ISDA Master Agreement dated as
of October 16, 1996
Salomon SWAPCO Inc.
333 West 34
th
Street, 4
th
Floor
New York, NY 10001
Capmark Finance
Inc,
ISDA Master Agreement dated as of August
1, 2000
SMBC Capital Markets, Inc.
277 Park Avenue, 5
th
Floor
New York, NY 10172
Capmark Finance
Inc.
ISDA Master Agreement dated as of
December 8, 2005
SMBC Capital Markets, Inc.
277 Park Avenue, Fifth Floor
New York, NY 10172
Capmark Finance
Inc.
Credit Support Annex dated January 10. 2006
Wachovia Bank, National
Association
301 South College Street, 6
th
Floor
Mail Code NC0601
Charlotte, NC 28288-0601
Capmark Finance
Inc.
Amendment Agreement dated as of September
22, 2006 to ISDA Master Agreement dated as
of March 24, 2000
Association
th
Floor
Mail Code NC0601

Capmark Finance
Inc.
ISDA Master Agreement dated as of March
24, 2000
4
Association
th
Floor
Mail Code NC0601
Capmark Finance
Inc.
Schedule to Master Agreement dated as of
March 24, 2000
Bear Stearns Bank PLC
One Metrotech Center North
Brooklyn, NY 11201
Capmark Financial
Group Inc.
ISDA Master Agreement dated as of
December 16, 2003
Brooklyn, NY 11201
Capmark Financial
Group Inc.
Novation Agreement dated as of March 26,
2004

Brooklyn, NY 11201
Capmark Finance
Inc.
Novation Agreement dated as of March 26,
2004
Metropolitan Life Insurance
Corporation
AEGON USA Realty Advisors, Inc.
- LIHTC Reporting - Attn: Vice
President - Asset Management (Ben
Henderson)
Mail Stop 5553
Cedar Rapids, IA 51499
Capmark
Affordable Equity
Holdings Inc.
Pledge and Security Agreement dated March
8, 2006
Great-West Life & Annuity
Insurance Company
8515 East Orchard Drive, 3T2
Greenwood Village, CO
80111

Capmark
Affordable Equity
Holdings Inc.
Pledge and Security Agreement dated as of
September 2003
Insurance Company
80111

Capmark
Affordable Equity
Holdings Inc.
Fourth Amended and Restated Pledge and
Security dated as of February 14, 2006
Insurance Company
80111

Capmark
Affordable Equity
Holdings Inc.
Amended and Restated Pledge and Security
Agreement dated as of February 20, 2004
Ambac Assurance Corporation
One State Street Plaza,
New York, NY 10004
Capmark
Affordable
Properties Inc.
Interest Rate Cap Reserves Agreement, by and
between AMBAC Assurance Corporation and
Capmark Affordable Properties Inc., dated
August 31, 2004.

5
New York, NY 10004
Capmark
Affordable
Properties Inc.
Escrow Agreement (Interest Rate Cap
Reserves Agreement), by and among Ambac
Assurance Corporation, Capmark Affordable
Properties Inc. and Wells Fargo Bank, N.A.,
dated August 31, 2004

Wells Fargo Bank, N.A Corporate
Trust Services
213 Court Street - Suite 703
Middletown, CT

Capmark
Affordable
Properties Inc.
dated August 31, 2004

New York, NY 10004
Capmark Financial
Group Inc.
Capmark
Affordable
Properties, Inc.
Guaranty Agreement, dated as of September
30, 2005 by and among Capmark Affordable
Properties Inc., AMTAX Holdings Corp. Fund
(Del.) AMBAC I, LLC, Paramount Managing
Member XVI, LLC, Ambac Assurance
Insured Affordable Housing Tax Credit Fund
Paramount 2004-1, L.L.C, Ambac Assurance
Corporation and Capmark Financial Group,
Inc.
AMTAX Holdings Corp. Fund
(Del.) AMBAC I, LLC, Paramount
Managing Member XVI, LLC,
Ambac Assurance Insured
Affordable Housing Tax Credit
Fund Paramount 2004-1, L.L.C
1801 California Street, Suite 3900
Denver, CO 80202
Capmark Financial
Group Inc.
Capmark
Affordable
Properties, Inc.
(Del.) AMBAC I, LLC, Paramount Managing
Member XVI, LLC, Ambac Assurance
Paramount 2004-1, L.L.C, Ambac Assurance
Inc.
New York, NY 10004
Capmark
Affordable
Properties Inc.
March 31, 2005.
New York, NY 10004
Capmark
Affordable
Properties Inc.
dated March 31, 2005.
Trust Services
Middletown, CT

Capmark
Affordable
Properties Inc.
dated March 31, 2005.

6
New York, NY 10004
Capmark
Affordable
Properties Inc.
Capmark Financial
Group Inc.
(Del.) AMBAC II, LLC, Paramount Managing
Member Ambac II, LLC, Ambac Assurance
Paramount 2005-1, L.L.C and Capmark
Financial Group, Inc.
(Del.) AMBAC II, LLC, Paramount
Managing Member Ambac II, LLC,
Denver, CO 80202
Capmark
Affordable
Properties Inc.
Capmark Financial
Group Inc.
(Del.) AMBAC II, LLC, Paramount Managing
Member Ambac II, LLC, Ambac Assurance
Paramount 2005-1, L.L.C and Capmark
New York, NY 10004
Capmark
Affordable
Properties Inc.
Custody Agreement (Interest Rate Cap
Reserves Agreement), by and between Ambac
Properties Inc. and Wells Fargo Bank, N.A.
Trust Services
Middletown, CT

Capmark
Affordable
Properties Inc.
New York, NY 10004
Capmark
Affordable
Properties Inc.
March 31, 2005.
New York, NY 10004
Capmark
Affordable
Properties Inc.
Capmark Financial
Group Inc.
(Del.) AMBAC III, LLC, Paramount
Managing Member Ambac II, LLC, Ambac
Assurance Insured Affordable Housing Tax
Credit Fund Paramount 2005-2, L.L.C, Ambac
Assurance Corporation and Capmark
Denver, CO 80202
Capmark
Affordable
Properties Inc.
Capmark Financial
Group Inc.
Credit Fund Paramount 2005-2, L.L.C ,
Ambac Assurance Corporation and Capmark
7
New York, NY 10004
Capmark
Affordable
Properties Inc.
September 30, 2005.
One State Street Plaza
New York, NY 10004
Capmark
Affordable
Properties Inc.
Reserves Agreement), by and between
Capmark Affordable Properties Inc. and
Ambac Assurance Corporation and Wells
Fargo Bank, N.A., dated as of September 30,
2005.
Trust Services
Middletown, CT

Capmark
Affordable
Properties Inc.
Ambac Assurance Corporation and Wells
Fargo Bank, N.A., dated as of September 30,
2005
New York, NY 10004
Capmark
Affordable Equity
Holdings Inc.
Agreement, by and between Capmark
Affordable Equity Holdings Inc. and Ambac
Assurance Corporation, dated June 29, 2005.
New York, NY 10004
Capmark
Affordable Equity
Holdings Inc.
Amended and Restated Collateral Account
Control Agreement, by and among Ambac
Equity Holdings Inc. and Wells Fargo Bank,
N.A., dated September 30, 2005.

Trust Services
Middletown, CT

Capmark
Affordable Equity
Holdings Inc.

New York, NY 10004
Capmark
Affordable
Properties Inc.
Capmark Financial
Group Inc.
(Del.) AMBAC IV, LLC, Paramount
Managing Member Ambac IV, LLC, Ambac

8
Managing Member Ambac IV, LLC,
Denver, CO 80202
Capmark
Affordable
Properties Inc.
Capmark Financial
Group Inc.
New York, NY 10004
Capmark
Affordable
Properties Inc.,
December 22, 2005.
New York, NY 10004
Capmark
Affordable Equity
Holdings Inc
Second Amended and Restated Pledge and
Security Agreement, by and between Capmark
Assurance Corporation, dated December 22,
2005.
New York, NY 10004
Capmark
Affordable Equity
Holdings Inc
Second Amended and Restated Collateral
Account Control Agreement, by and among
Ambac Assurance Corporation, Capmark
Affordable Equity Holdings Inc. and Wells
Fargo Bank, N.A., dated December 22, 2005.
Trust Services
Middletown, CT

Capmark
Affordable Equity
Holdings Inc
New York, NY 10004
Capmark Financial
Group Inc.
Capmark
Affordable
Properties, Inc.
(Del.) AMBAC V, LLC, Paramount
Managing Member Ambac V, LLC, Ambac
Credit Fund Paramount 2005-
4A, L.L.C, Ambac Assurance Insured
Affordable Housing Tax Credit Fund
Paramount 2005-4b, L.L.C, Ambac Assurance
Inc.
Managing Member Ambac V, LLC,
Fund Paramount 2005-4A, L.L.C,
Capmark Financial
Group Inc.
Capmark
Affordable
Properties, Inc.
9
Fund Paramount 2005-4b, L.L.C.
Denver, CO 80202
Paramount 2005-
4b, L.L.C, Ambac Assurance Corporation and
Capmark Financial Group, Inc.
New York, NY 10004
Capmark
Affordable
Properties, Inc.
dated December 22, 2005
Trust Services
Middletown, CT

Capmark
Affordable
Properties, Inc.
dated December 22, 2005
New York, NY 10004
Capmark
Affordable
Properties, Inc.
March 31, 2005.
New York, NY 10004
Capmark Financial
Group Inc.
Capmark
Affordable
Properties, Inc.
Denver, CO 80202
Capmark Financial
Group Inc.
Capmark
Affordable
Properties, Inc.
New York, NY 10004
Capmark
Affordable
Properties, Inc.
September 30, 2005.

10
New York, NY 10004

Capmark
Affordable Equity
Holdings Inc.
Agreement, by and between Capmark
Assurance Corporation, dated June 29, 2005.
New York, NY 10004
Capmark
Affordable Equity
Holdings Inc.

Trust Services
Middletown, CT

Capmark
Affordable Equity
Holdings Inc.

New York, NY 10004
Capmark Financial
Group Inc.
Capmark
Affordable
Properties, Inc.
Managing Member Ambac IV, LLC,
Denver, CO 80202
Capmark Financial
Group Inc.
Capmark
Affordable
Properties, Inc.
New York, NY 10004
Capmark
Affordable
Properties Inc
December 22, 2005.
One State Street Plaza
New York, NY 10004
Capmark
Affordable
Properties Inc
Capmark Affordable Properties Inc., Ambac
Assurance Corporation and Wells Fargo Bank,
N.A. dated as of December 22, 2005

11
Trust Services
Middletown, CT
Capmark
Affordable
Properties Inc
Capmark Affordable Properties Inc., Ambac
Assurance Corporation and Wells Fargo Bank,
N.A. dated as of December 22, 2005
New York, NY 10004
Capmark
Affordable Equity
Holdings Inc. and
Second Amended and Restated Pledge and
Assurance Corporation, dated December 22,
2005.

New York, NY 10004
Capmark
Affordable Equity
Holdings Inc.
Trust Services
Middletown, CT

Capmark
Affordable Equity
Holdings Inc.
New York, NY 10004
Capmark Financial
Group, Inc.
Capmark
Affordable
Properties Inc.
Paramount 2005-
4b, L.L.C, Ambac Assurance Corporation and
Capmark Financial Group, Inc.
New York, NY 10004
Capmark
Affordable
Properties, Inc.
between Ambac Assurance Corporation and
Capmark Affordable Properties, Inc., dated
March 30, 2007.
New York, NY 10004
Capmark
Affordable
Properties, Inc.
Reserves), by and between Ambac Assurance
Corporation, Capmark Affordable Properties,
Inc. and Wells Fargo Bank, N.A., dated as of
March 30, 2007
Trust Services
Middletown, CT
Capmark
Affordable
Properties, Inc.
Reserves), by and between Ambac Assurance
Corporation, Capmark Affordable Properties,
Inc. and Wells Fargo Bank, N.A., dated as of
12
March 30, 2007
New York, NY 10004
Capmark
Affordable Equity
Holdings Inc
Third Amended and Restated Pledge and
Assurance Corporation, dated as of March 30,
2007

New York, NY 10004
Capmark
Affordable Equity
Holdings Inc
Third Amended and Restated Collateral
Affordable Equity Holdings Inc., and Wells
Fargo Bank, N.A., dated as of March 30,
2007.
Trust Services
Middletown, CT

Capmark
Affordable Equity
Holdings Inc
Third Amended and Restated Collateral
Affordable Equity Holdings Inc., and Wells
Fargo Bank, N.A., dated as of March 30,
2007.
New York, NY 10004
Capmark
Affordable Equity
Holdings Inc.
Capmark Financial
Group, Inc.
Guaranty Agreement, dated as of March 30,
2007 by and among Capmark Holdings Corp.
Fund (Del.) 4.5 LLC, Capmark Managing
Member 4.5 LLC, Ambac Assurance Insured
Capmark 2007-
Capmark 2007-
1B, L.L.C, Ambac Assurance Corporation
and Capmark Financial Group, Inc.
Capmark Holdings Corp. Fund
(Del.) 4.5 LLC, Capmark Managing
Member 4.5 LLC,
Fund Capmark 2007-1A, L.L.C,
Fund Capmark 2007-1B, L.L.C
Denver, CO 80202

Capmark
Affordable Equity
Holdings Inc.
Capmark Financial
Group, Inc.
Guaranty Agreement, dated as of March 30,
2007 by and among Capmark Holdings Corp.
Fund (Del.) 4.5 LLC, Capmark Managing
Member 4.5 LLC, Ambac Assurance Insured
Capmark 2007-
Capmark 2007-1B, L.L.C, Ambac Assurance
Inc.

13
Dial National Community Benefits,
Inc.
P.O. Box 10475
Des Moines, Iowa 50306
Capmark
Affordable
Properties, Inc.
Agreement of Limited Partnership of
Paramount Pleasant Hills, L.P. dated as of
October 14, 1994
Protech Development
3825 Columbus Road
Granville, OH 43023
Capmark
Affordable Equity
Inc.
Investment Agreement dated June 6, 2001 by
and between Pleasant Hill II, LP and
Paramount Financial Group, Inc.
Dial National Bank
c/o Dial National Community
Benefits, Inc.
P.O. Box 10475
Des Moines, Iowa 50306
Capmark
Affordable
Properties, Inc.
Subscription Agreement for Limited Partner
Interest in Paramount Pleasant Hills, LP by
and between Paramount Properties, Inc. and
Dial National Bank dated October 14, 1994
Fannie Mae
3900 Wisconsin Avenue, NW
Washington, DC 20016-2899
Attn:Edwin B. Neill, Vice President

Capmark
Affordable
Properties Inc.
AMTAX Holdings Corp. Fund (Del.) XII,
LLC, by and among Capmark Affordable
Properties Inc. and Fannie Mae, dated as of
February 13, 2004, as amended by
Assignment and Assumption of Membership
Interest and Amendment to the Limited
Liability Company Agreement, by and among
Fannie Mae, Fannie Mae Housing Fund 563,
LLC and Capmark Affordable Properties Inc.
Fannie Mae, Legal Department
Washington, DC 20016-2899
Attn: Sharon Levine
Capmark
Affordable
Properties Inc.
Fannie Mae Housing Fund 563
c/o Fannie Mae
Mailstop 11H-734
Washington, DC 20016
Attn: John N. Ryan, Vice President
Tel: 301-204-8033; Fax: 301-280-
2045

Capmark
Affordable
Properties Inc.
Fannie Mae Legal Department
Mailstop 11H-807-Legal
Capmark
Affordable
Properties Inc.
14
Washington, DC 20016
Attn: Abby Nathans, Esq.
Tel: 301-204-8067; Fax: 301-280-
2068

Verizon Credit Inc.
245 Park Avenue
40
th
Floor
New York, NY 10167
Attn: LIH Administrator
Capmark
Affordable
Properties Inc
Capmark
Affordable Equity
Holdings, Inc.
Operating Agreement of Paramount Properties
Tax Credit Fund IV, LLC, by and between
Verizon Credit Inc., dated as of December 15,
2004.
Paramount Properties Tax Credit
Fund IV, LLC
Denver, CO 80202
Capmark
Affordable Equity
Inc.
Asset Management and Tax Credit
Compliance Agreement, by and between
Capmark Affordable Equity Inc. and
Paramount Properties Tax Credit Fund IV,
LLC, dated as of December 15, 2004.
Fort Drum Mountain Family
Housing LLC
c/o Actus Lend Lease
1801 West End Avenue, Suite 1700
Nashville, Tennessee 37203
Capmark Finance
Inc.
Liquidity Facility Agreement, dated as of May
1, 2005, by and among Capmark Finance Inc,
Fort Drum Mountain Family Housing LLC,
and MBIA Insurance Corporation and MBIA
Insurance Corp. of Illinois (renamed National
Public Finance Guarantee Corporation
effective March 19, 2009)
U.S. Bank National Association
1420 Fifth Avenue, 7
th
Floor
Seattle, Washington
98101 Attention: Corporate Trust
Services
Capmark Finance
Inc.
Fort Drum Mountain Community Homes
LLC, and MBIA Insurance Corporation and
MBIA Insurance Corp. of Illinois (renamed
National Public Finance Guarantee
Corporation effective March 19, 2009)
Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio
Management - SF
Capmark Finance
Inc.
Fort Drum Mountain Community Homes
LLC, and MBIA Insurance Corporation and
MBIA Insurance Corp. of Illinois (renamed
Corporation effective March 19, 2009)
Berkadia Commercial Mortgage
LLC
118 Welsh Road
Horsham, PA 19044
Capmark
Investments LP
Servicing Agreement dated as of October 20,
2006
EXHIBIT J
Schedule 8.1: Members of Boards of Directors
of Reorganized Debtors
Members of Boards of Directors of Reorganized Debtors
1

2

Name Title
Gene Davis Director
Thomas L. Fairfield Director
William Gallagher Director
Capmark Finance Inc.
Name Title
Thomas L Fairfield Director
Capmark Capital Inc.
Name Title
Commercial Equity Investments, Inc.
Name Title
Mortgage Investments, LLC
Name Title
Net Lease Acquisition LLC
Name Title

1
Pursuant to Section 8.1 of the Plan, the initial officers of the Reorganized Debtors shall be the same officers that
served such Proponent Debtors immediately prior to the Effective Date.
2
Section 8.1 of the Plan provides the Board of Directors of Reorganized CFGI will be composed initially, on and
after the Effective Date, of eight members jointly approved by the Proponent Debtors, the Committee, and the Ad
Hoc Unsecured Lender Group. At this time, the Debtors are only able to disclose three of the eight names of the
members of CFGIs Board of Directors. The Proponent Debtors will disclose the remaining five names of the
members of CFGIs Board of Directors before the Confirmation Hearing after those members are approved by the
Proponent Debtors, the Committee, and the Ad Hoc Unsecured Lender Group.
NY2 2073925.3
2
SJM Cap, LLC
Name Title
Capmark REO Holding LLC
Name Title
Name Title
Summit Crest Ventures, LLC
Name Title
Capmark Affordable Equity Inc.
Name Title
Capmark Affordable Equity Holdings Inc.
Name Title
Name Title

Capmark - Plan Supplement (OCR)

Hochgeladen von

Dokumentinformationen

Originalbeschreibung:

Originaltitel

Copyright

Verfügbare Formate

Dieses Dokument teilen

Dokument teilen oder einbetten

Freigabeoptionen

Stufen Sie dieses Dokument als nützlich ein?

Sind diese Inhalte unangemessen?

Copyright:

Verfügbare Formate

Capmark - Plan Supplement (OCR)

Hochgeladen von

Copyright:

Verfügbare Formate

Date filed: 7/29/11

Docket No.: 3360

Das könnte Ihnen auch gefallen