AMENDED AND RESTATED
LOAN SUBPARTICIPATION AGREEMENT
This Amended and Restated Loan Subparticipation Agreement (this “Agreement”) is made and entered into
as of March 30, 2004, between HPC Holdings-III, Inc. , a Nevada corporation (“Transferor”) and
Huntington Preferred Capital, Inc. , an Ohio corporation (“Transferee”).
A. The parties have previously entered into a certain Loan Subparticipation Agreement, dated as of May 12,
2003 (the “Original Agreement”), whereby Transferor has transferred and will continue to transfer to Transferee
participation interests in certain loans (the “Loans”) made by The Huntington National Bank (“Huntington”) or an
affiliate of Huntington to various borrowers (collectively, the “Borrowers”), as such Loans have been and may be
identified from time to time by Huntington, or substituted for other Loans previously transferred by Huntington to
Huntington Preferred Capital Holdings, Inc., an Indiana corporation and parent of Transferor (“Holdings”), in
accordance with the Second Amended and Restated Loan Participation Agreement, dated as of March 30,
2004, between Huntington and Holdings (the “Participation Agreement”).
B. Holdings and Transferor are parties to an Amended and Restated Loan Subparticipation Agreement, dated
as of March 30, 2004 (the “Subparticipation Agreement”).
C. Huntington will service the Loans as set forth in the Participation Agreement.
D. The parties desire to amend and restate the Original Agreement.
(a) “Loan Documents” shall mean any and all loan agreements evidencing or otherwise relating to any of
the Loans, together with any and all commitment letters, promissory notes, real estate mortgages, assignments
and security agreements, financing statements, pledge agreements, letters of credit, applications and agreements
for standby letters of credit, letter of credit reimbursement agreements, subordination agreements, waivers,