HUNTINGTON BANCSHARES INCORPORATED AMENDMENT NO. 1 TO THE EQUITY DISTRIBUTION AGREEMENT
Exhibit 99.2
May 7, 2009
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement, dated April 23, 2009 (the
“Agreement”), between Huntington Bancshares Incorporated, a Maryland corporation (the “Company”),
and Xxxxxxx, Sachs & Co. (the “Manager”). In consideration of the mutual promises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Manager hereby agree to enter into this Amendment No. 1 to the Agreement, dated the
date hereof (the “Amendment No. 1”).
SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used
herein shall have the respective meanings assigned thereto in the Agreement.
SECTION 2. Amendment of the Agreement.
(a) On and after the Amendment Effective Date (as defined below), any reference in the
Agreement to the phrase “$100,000,000” shall be deemed to read “$120,000,000”.
(b) The Amendment Effective Date shall be a Representation Date for all purposes under
the Agreement.
(c) Notwithstanding Section 8(c) of the Agreement, the Agreement shall be deemed to
have been in full force and effect at all time times from and including the first date on
which $100,000,000 aggregate offering price of the Shares have been sold under the Agreement
to and including the Amendment Effective Date.
(d) Solely with respect to the Shares of which Time of Sale occurs on or after the
Amendment Effective Date, the term “Prospectus Supplement” shall mean the final prospectus
supplement, relating to the Common Stock, filed by the Company with the Commission pursuant
to Rule 424(b) under the Act on April 24, 2009, as supplemented by a prospectus supplement
addendum, relating to such Shares, filed by the Company with the Commission pursuant to Rule
424(b) under the Act on or before the second business day after the Amendment Effective
Date, in the form furnished by the Company to the Manager in connection with the offering of
such Shares.
SECTION 3. Effectiveness. This Amendment No. 1 shall become effective as of the date
hereof (the “Amendment Effective Date”). Upon the effectiveness hereof, all references
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in the Agreement to “this Agreement” or the like shall refer to the Agreement as further amended hereby.
SECTION 4. Counterparts. This Amendment No. 1 may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each of which shall be
deemed an original, and all of which shall together constitute one and the same instrument.
SECTION 5. Law; Construction. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Entire Agreement. This Amendment No. 1 and the Agreement as further
amended hereby constitute the entire agreement and understanding between the parties hereto and
supersede any and all prior agreements and understandings relating to the subject matter hereof.
Except as further amended hereby, all of the terms of the Agreement shall remain in full force and
effect and are hereby confirmed in all respects.
[SIGNATURE PAGE FOLLOWS]
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If the foregoing correctly sets forth the understanding between the Company and the Manager,
please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 and
your acceptance shall constitute a binding agreement between the Company and the Manager.
Alternatively, the execution of this Amendment No. 1 by the Company and its acceptance by or on
behalf of the Manager may be evidenced by an exchange of telegraphic or other written
communications.
| Very truly yours, HUNTINGTON BANCSHARES INCORPORATED |
||||
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |||
| Name: | Xxxxxx X. Xxxxxx, Xx. | |||
| Title: | Senior Executive Vice President, Chief Financial Officer and Treasurer |
|||
ACCEPTED as of the date
first above written
first above written
XXXXXXX, XXXXX & CO.
By: |
/s/ Xxxxxxx, Sachs & Co. | |||
| (Xxxxxxx, Xxxxx & Co.) |
