FOURTH AMENDMENT AND WAIVER TO
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO
CREDIT AGREEMENT (this "Amendment") dated as of March 1,
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 COMPANY,
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 extend the maturity of the Credit
Agreement and make certain other 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
March 1, 2005, if (i) this Amendment shall have been executed and
delivered by the Borrower, the Agent and the Banks and (ii) the
Borrower shall have performed its obligations under Section
4 hereof.
2.
Return on Assets. Section
7.4(e) of the Credit
Agreement is hereby amended to state in its entirety as
follows:
"(e) Return on Average
Assets -Borrower. The Borrower's consolidated income shall be
at least 0.70% of its average assets, calculated as at the last day
of each fiscal quarter for the four fiscal quarter period ending on
that date."
3.
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) 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; (v) 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; (vu) in the case of the Borrower, Trust
Indebtedness and Trust Guarantees, and in the case 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; (vii) 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; (viii) 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 6f
funding building improvements; (ix) 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 I, 2003 and (x) additional Indebtedness not to
exceed $1,000,00 at any time outstanding.
4.
Revolving Credit Termina
