EXHIBIT 10 (i)
AMENDMENT TO LOAN SUBPARTICIPATION AGREEMENT
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THIS AMENDMENT TO LOAN SUBPARTICIPATION AGREEMENT (this "Amendment") is
made as of March 27, 2002, between HUNTINGTON PREFERRED CAPITAL HOLDINGS, INC.,
an Indiana corporation ("Transferor"), and HUNTINGTON PREFERRED CAPITAL, INC.,
an Ohio corporation ("Transferee").
RECITALS
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A. The parties have previously entered into a certain Loan
Subparticipation Agreement, dated as of May 1, 1998, and amended as of March 1,
2001, and May 16, 2001 (the "Subparticipation Agreement"). (All capitalized
terms used in this Amendment and not otherwise defined shall have the meanings
ascribed to such terms in the Subparticipation 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 Subparticipation Agreement.
C. The parties further acknowledge that such rights have not been
exercised by Transferor to the detriment of the Transferee under the
Subparticipation 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
Subparticipation 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. Paragraph 7 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.
2. Except as specifically modified and amended herein, the
Subparticipation 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.
HUNTINGTON PREFERRED CAPITAL
HOLDINGS, INC.
By: /s/ DENNIS L. BASSETT
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Dennis L. Bassett, President
HUNTINGTON PREFERRED CAPITAL, INC.
By: /s/ EDWARD J. KANE
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Edward J. Kane, Vice President
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