EXHIBIT 10 (h)
AMENDMENT TO LOAN PARTICIPATION AGREEMENT
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THIS AMENDMENT TO LOAN PARTICIPATION AGREEMENT (this "Amendment") is
made as of March 27, 2002, between THE HUNTINGTON NATIONAL BANK, a national
banking association ("Transferor"), and HUNTINGTON PREFERRED CAPITAL HOLDINGS,
INC., an Indiana corporation ("Transferee").
RECITALS
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A. The parties have previously entered into a certain Loan
Participation Agreement, dated as of May 1, 1998, and amended as of March 1,
2001 (the "Participation Agreement"). (All capitalized terms used in this
Amendment and not otherwise defined shall have the meanings ascribed to such
terms in the Participation Agreement.)
B. The parties acknowledge that certain rights associated with the
Participation Interests, designed to give the Transferee the same economic
experience as if it were the holder of all of the Loans, were intended to be
transferred to Transferee simultaneously with such Participation Interests but
were not clearly described in the Participation Agreement.
C. The parties further acknowledge that such rights have not been
exercised by Transferor to the detriment of the Transferee under the
Participation Agreement, thereby giving the Transferee the same economic
experience as if it were and is the holder of all of the Loans.
D. The parties now desire to clarify such rights set forth in the
Participation Agreement as set forth in this Amendment, effective as of May 1,
1998, to memorialize the intention of the parties as of such date and the
actions of the parties thereafter.
AGREEMENT
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1. The first sentence of Paragraph 7(b) is hereby modified by the addition
of a new item (vi) and the relettering of item (vi) to (vii) as set forth below:
(vi) no waiver of any right to elect to foreclose on any Loan in
default, and (vii) no amendment or modification of the financial
covenants contained in the Loan Documents that would make such
financial covenants less restrictive with respect to any of the
Borrowers, shall be made without the prior written consent of
Transferee.
2. Paragraph 8 is hereby deleted in its entirety and replaced by the
following:
"DELINQUENCY AND FORECLOSURE. In the event of any default of
any of the Borrowers, which default shall be continuing for more than
30 days, Transferor shall use its best efforts to give Transferee
written notice of such default. Transferor shall thereafter take such
action as Transferee may deem necessary to protect the interests of
both Transferor and Transferee, including, but not limited to,
commencement of foreclosure actions or the acceptance of deeds in lieu
of foreclosure. In the event Transferor shall fail to timely take any
such action as directed by Transferee, Transferee may directly take any
and all action it deems necessary to protect its interests as
Transferee, including but limited to, the enforcement of collections,
the commencement of foreclosure actions or the acceptance of deeds in
lieu of foreclosure. At the direction of the Transferee, the Transferor
may deal with any of the Borrowers for the purpose of entering into
forebearance agreements, moratoriums, and general work-out plans
designed to allow the Borrowers to cure the default and restore the
Loan to good standing; provided, Transferee may, in its discretion,
deal directly with any of the Borrowers in the event the Transferee
determines that Transferor is not satisfactorily following the
directions of the Transferee as if Transferee were the direct holder of
the Loans and, notwithstanding anything in this Agreement to the
contrary, the Transferor shall, at all times, only take action or
inaction that is consistent with the economic interests of the
Transferee or otherwise only with the consent of the Transferee.
3. Except as specifically modified and amended herein, the Participation
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth above.
THE HUNTINGTON NATIONAL BANK
By: /s/ XXXX X. XXXXXXXXXXX
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Xxxx X. Xxxxxxxxxxx, Vice President
HUNTINGTON PREFERRED CAPITAL
HOLDINGS, INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, President
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