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Exhibit 99.1
FOURTH AMENDMENT TO
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LOAN AGREEMENT
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THIS FOURTH AMENDMENT TO LOAN AGREEMENT, dated as of May 31,
1996, is entered into 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 Loan
Agreement dated February 22, 1995 (the "Loan Agreement"); and
WHEREAS, the Borrower and the Bank have agreed to 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 hereby amend the
Loan Agreement and agree as follows:
1. The definition of "LIBO Rate" is hereby deleted and
the following is substituted in lieu thereof:
"LIBO Rate" means, relative to each applicable Interest
period the LIBO Rate (Reserve Adjusted) per annum, determined by the
Bank, at which dollar deposits in immediately available funds are
offered to the Bank two business days prior to the beginning of such
Interest Period by prime banks in the interbank eurodollar market for
delivery on the first day of such Interest Period, for the number of
days comprised therein and in an amount equal to the amount of the
Loan to be outstanding during such Interest Period."
2. Section 2.02(A) of the Loan Agreement is hereby
deleted and the following is substituted in lieu thereof:
"(A) Subject to the terms and conditions hereof, the Bank
may lend the Borrower, from time to time until
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the Conversion Date, such sums as the Borrower may request, but
which shall not exceed in the aggregate amount at any one time
outstanding the amount of Four Million Dollars ($4,000,000). It is
the intention of the parties that the outstanding principal amount
of the Loan shall at no time exceed the amount of Four Million
Dollars ($4,000,000) and if, at any time, an excess shall for any
reason exist, the Borrower shall repay to the Bank forthwith such
amounts as may be necessary to eliminate such excess. Subject to
this limitation and the limitations contained in Sections 2.02(b)
and 2.03 below, the Borrower may borrow, repay without penalty or
premium, and reborrow hereunder, from the date of this Agreement
to the Conversion Date, the full amount permitted hereunder. A fee
equal to twenty-five (25) basis points of the amount of the
average unused portion of the principal amount of the Loan will be
payable quarterly commencing on August 31, 1996. For purposes of
determining the amount of such fee, the stated amount of unexpired
letters of credit issued by the Bank pursuant to Section 2.02(B)
below shall be considered an advance."
3. Section 2.05(A)(1), (2) and (3) are hereby deleted
and the following is substituted in lieu thereof:
"(1) Prior to May 31, 1998 (the "Conversion Date"), 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. Following the Conversion Date,
interest on the principal balance of the Loan shall be at the
Prime Rate in effect from time to time. 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 the Conversion Date, the unpaid principal
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amount of the Loan, together with interest at the rate provided
for in Section (1) above, shall be repaid by the Borrower in
thirty-six (36) equal monthly installments commencing thirty (30)
days after the Conversion Date. The amount of the installments
shall be calculated by the Bank based on the outstanding balance
of the Loan as of the Conversion Date and as if the Loan were
being repaid on a sixty (60) month amortization schedule. On the
due date of the thirty-sixth (36th) monthly installment, 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.
(3) If the Return on Average Assets ("ROA") ratio of
Metropolitan Savings Bank of Cleveland, as determined as of the
end of each such calendar quarter in accordance with Section
6.01(H) below shall be greater than .8% and less than .9%, the
applicable interest rate provided for in Section 2.05(A)(1) or
(2) above, as the case may be, shall be reduced by twenty-five
(25) basis points, effective as of the day after the end of such
quarter. If, as of the end of such calendar quarter, such ROA
ratio shall be equal to or greater than .9% and less than 1.0%,
the applicable interest rate provided for in Section 2.05(A)(1)
or (2) above, as the case may be, shall be reduced by a second
twenty-five (25) basis points, effective as of the day after the
end of such quarter. If, as of the end of such calendar quarter,
such ROA ratio shall be greater than 1.0%, the applicable
interest rate provided for in Section 2.05(A)(1) or (2) above, as
the case may be, shall be reduced by a third additional
twenty-five (25) basis points. The basis point reductions
provided for in this Section (3) shall occur only if the Borrower
has elected to have the interest rate be based on the LIBO Rate
in accordance with 2.05(A)(1) below for the period during which
such reductions would apply."
4. Section 6.01(C)(3) and (4) are hereby deleted and the
following is substituted in lieu thereof:
"(3) Within one hundred twenty (120) days after the close of
each annual accounting period in each Fiscal Year: (a) income
statements of the Borrower and
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Metropolitan Savings Bank, on a consolidated basis, for such
year; and (b) balance sheets of the Borrower and Metropolitan
Savings Bank, on a consolidated basis, for such year; and -- all
in reasonable detail, subject to normal year-end audit
adjustments, certified by an outside auditor satisfactory to the
Bank to have been prepared in accordance with GAAP;
(4) Borrower and Metropolitan Savings Bank of Cleveland
shall provide the Bank with a quarterly "Covenant Compliance
Certificate" in the form prescribed by the Bank and signed by the
Chief Financial Officer or President of the Borrower; and
(5) Upon request from time to time of copies of any
agreements, contracts, or commitments referred to in schedule
5.01(I) hereof."
5. The first sentence of Section 6.01(H) of the Loan Agreement
is hereby deleted and the following is substituted in lieu thereof:
"(H) Metropolitan Savings Bank of Cleveland shall maintain a
return on assets (ROA") ratio as of each calendar quarter-end of
at least 0.7% on a weighted average basis for the preceding three
quarters; provided, however, that any assessments against
Metropolitan Savings Bank of Cleveland by or for the benefit of
the Savings Association Insurance Fund ("SAIF") shall be
considered an extraordinary event and will not be included in the
calculation of the ROA ratio for purposes of this Section
6.01(H)."
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/Charles B. Knowles, Jr. By: /s/David G. Lodge
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Name: Charles B. Knowles, Jr. Name: David G. Lodge
Title: Vice President Title: President