FIFTH AMENDMENT AND WAIVER TO
CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT
AGREEMENT (this "Amendment") dated as of July I8, 2005 is
among HEARTLAND FINANCIAL USA, INC., a corporation formed under the
laws of the State of Delaware (the "Borrower"), each of the
banks party hereto (individually, a "Bank" and collectively, the
"Banks") and THE NORTHERN TRUST OMPANY, as agent for the
Banks (in such capacity, together with its successors in such
capacity, the "Agent").
WHEREAS, the Borrower, the
Agent and the Banks have entered into a Credit Agreement dated as
of January 31, 2004 (as hereto amended, the "Credit
Agreement"); and
WHEREAS, the Borrower, the
Agent and the Banks wish to make certain amendments to the Credit
Agreement;
NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
Definitions.
Terms defined in the Credit
Agreement and not otherwise defined herein shall have the
respective meanings given to them in the Credit Agreement and terms
defined in the introductory paragraphs or other provisions of this
Amendment shall have the respective meanings attributed to them
therein. In addition, the following terms shall have the following
meanings (terms defined in the singular having a correlative
meaning when used in the plural and vice versa):
"Effective Date" shall mean July 18, 2005, if
(i) this Amendment shall have been executed and delivered by the
Borrowers the Agent and the Banks and (ii) the Borrower shall have
performed its obligations under Section 5 hereof.
2.
Indebtedness.
! Section
7.5 of the Credit Agreement is hereby amended to state in its
entirety as follows:
"7,5
Indebtedness, Liens And Taxes, The Borrower and each
Subsidiary shall:
(a)
Indebtedness, Not incur, permit to remain outstanding,
assume or in any way become committed for Indebtedness
(specifically including but not limited to Indebtedness in respect
of money borrowed from financial institutions but excluding
deposits), except: (i) in the case of the Borrower, Indebtedness
incurred hereunder, and in the case of the Guarantors, under their
respective Guaranty Agreement; (ii) Indebtedness existing on the
date of this Agreement and described on Schedule 7.5(a)
hereof; (iii) Indebtedness of any Subsidiary arising in the
ordinary course of the business of such Subsidiary; (iv)
Indebtedness of any Subsidiary to the Borrower or any other
Subsidiary; .(v) in the case of ULTEA, the US Bank Indebtedness
outstanding on the date hereof in the principal amount of
$11,418,871.69, less the aggregate amount of all repayments
thereunder after the date of this Agreement; (vi). in. the case of
CFC, Indebtedness under commercial paper issued by CFC which,
together with any other commercial paper identified on Schedule
7.5(a) , hereto, shall not exceed an aggregate
principal amount of $20,000,000; (vii) in the case of the Borrower,
Trust Indebtedness and Trust Guarantees, and in the ease of any
Trust Issuer, Trust Preferred Securities, provided, that the
aggregate of such Trust Indebtedness (and the related Trust
Guarantees and Trust Preferred Securities) shall not exceed
$88,000,000 at any time outstanding; (viii) in the event any
transfer or contribution of accounts receivable of ULTEA to a
special purpose vehicle in accordance with Section 7.1(d) is
deemed to constitute a secured financing, Indebtedness of ULTEA to
such special purpose vehicle, secured by the account receivables
and related rights transferred to such special purpose vehicle only
(the "Factored Receivables"), provided, that
such Indebtedness shall not exceed an amount equal to $30,000,000
in the aggregate during the term of this Agreement; (ix) in the
case of the Borrower, Indebtedness to the . City of
Dubuque, Iowa, in an amount not to exceed $300,000 to be used for
the purpose of funding building improvements; (x) in the case of
the Borrower, Indebtedness in an aggregate amount not in excess of
$2,750,000 under the Agreement to Organize and Stockholder
Agreement dated February 1, 2003 and the Supplemental Initial
Investor Agreement dated February 1, 2003 and (xi) additional
Indebtedness not to exceed $1,000,000 at any time
outstanding."
3 . . Investments and Loans. Section 7.6 of the Credit Agreement is hereby
amended to state in its entirety as follows:
"7.6
Investments and Loans. Neither the Borrower nor any
Subsidiary shall make any loan, advance, extension of credit or
capital contribution to, or purchase or otherwise acquire for a
consideration, evidences of Indebtedness, capital stock or other
securities of any Person, except that the Borrower and any
Subsidiary may:
(a) purchase or otherwise acquire and own short-term
money market items (specifically including but not limited to
preferred. stock mutual funds);
(b) invest, by way of purchase of securities or
capital contributions, in the Subsidiary Banks or any other bank or
banks, and upon the Borrower's purchase or other acquisition of
fifty percent (50%) or more of the stock of any bank, such bank
shall thereupon become a "Subsidiary Bank" for all purposes under
this Agreement;
(c) invest, by way of loan, advance, extension of
credit (whether in the form of lease, conditional sales agreement,
or otherwise), purchase of securities, capital contributions, or
otherwise, in Subsidiaries other than banks or Subsidiary Banks,
except that in no event shall the Borrower's aggregate equity
investment in CFC and ULTEA exceed 15% of its Tangible Net
Worth;
(d) invest, by way of purchase of securities or
capital
