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Exhibit 99
FIRST AMENDMENT TO
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RESTATED LOAN AGREEMENT
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THIS FIRST AMENDMENT TO RESTATED LINE OF CREDIT LOAN
AGREEMENT, is entered into on the 31st day of March, 1998, by and between
METROPOLITAN FINANCIAL CORP., an Ohio Corporation (the "Borrower"), and THE
HUNTINGTON NATIONAL BANK (the "Bank").
WITNESSETH
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WHEREAS, the Borrower and the Bank entered into a Restated
Loan Agreement dated as of February 22, 1995, which restated the Loan Agreement
dated February 22, 1995 between the parties hereto (such Loan Agreement, as
emended by the amendments thereto and as restated by such Restated Loan
Agreement, is referred to herein as the "Loan Agreement");
WHEREAS, at the request of the Borrower, the Bank has agreed
to modify certain provisions of the Loan Agreement, including the amount of the
loan facility and the maturity date; and
WHEREAS, the Borrower and the Bank have agreed to further
amend the Loan Agreement as set forth herein and to enter into this Amendment to
effectuate such agreement. Terms defined in the Loan Agreement shall, unless
otherwise defined herein, have the meaning ascribed therein. All references to
"Paragraphs" or "Sections" herein are references to paragraphs and sections of
the Loan Agreement.
NOW, THEREFORE, for valuable consideration, the sufficiency of
which is hereby acknowledged by the parties, the parties do, subject to the
approval by the Bank's Loan Committee, hereby amend the Loan Agreement and agree
as follows:
1. The definition of "Conversion Date" is hereby deleted and
all references in the Loan Agreement to conversion of the Loan to a term loan
are changed accordingly.
2. The references to the Exhibit in the definition
of "Note" and in Section 2.04 are changed from "A" to "A-1".
3. The two references to Four Million Dollars
($4,000,000.00) in Section 2.02(A) are hereby changed to Eight Million Dollars
($8,000,000.00).
4. The reference in Section 2.02(B) to (i) "Three Million
Seven Hundred Fifty Thousand Dollars ($3,750,000)" in connection with the amount
of outstanding Advances is hereby replaced with "Seven Million Seven Hundred
Fifty Thousand ($7,750,000)"; and (ii) "February 28, 1998" in connection with
the expiration dates of letters of credit is hereby changed to "May 30, 1999".
5. Sections 2.05(A)(1) and (2) are hereby deleted and the
following is substituted in lieu thereof:
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"(1) Interest on the principal balance of the Loan,
from time to time outstanding, will be payable monthly
commencing on June 30, 1996, at either the Prime Rate in
effect from time to time, or the LIBO Rate in effect on the
date the Bank receives written notice from the Borrower of its
election to convert the interest rate to the LIBO Rate for a
ninety (90) day period, plus two hundred twenty-five (225)
basis points. After maturity, (whether maturity is brought
about by acceleration in the Event of Default or otherwise)
the interest rate shall be two hundred (200) basis points in
excess of the higher of: (i) the interest rate in effect at
the time of such maturity or acceleration, as the case may be;
or (ii) the Prime Rate in effect from time to time.
(2) On May 30, 1999, the maturity date, any principal,
interest, and other Obligations of the Borrower remaining
unpaid shall be paid in full by the Borrower, unless otherwise
provided by the terms of such Obligations."
Except as otherwise provided, all amendments to the Loan
Agreement set forth herein shall be deemed effective from and after the date of
this Amendment. All references in the Loan Agreement to this "Agreement",
"hereof", "herein", "hereunder" or "hereby" shall, from and after the date of
this Amendment, be deemed references to the Loan Agreement as amended by this
Amendment.
In all other respects the parties hereto hereby ratify and
affirm the terms and conditions of the Loan Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
THE BANK: THE BORROWER:
THE HUNTINGTON NATIONAL BANK METROPOLITAN FINANCIAL CORP.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: XXXXXX X. XXXXXX Name: XXXXX X. XXXXXX
Title: Regional Portfolio Manager Title: Treasurer
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