THIRD AMENDMENT AND WAIVER TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT AND
WAIVER TO CREDIT AGREEMENT (this "Amendment") dated as of
January 30, 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;
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
January 30, 2005, if (1) 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.
Amendment to Section 9 of the
Credit Agreement. The
definition of "Revolving Credit Commitment Termination Date" is
hereby amended by the deletion of the date "January 30, 2005" and the
substitution of the date "March 1, 2005" thereof.
3.
Waiver. The Banks hereby waives any right to take action
as a result of any breach of Section 7.5(a) of the Credit Agreement
arising from the incurrence of Indebtedness under the Agreement to
Organize and Stockholder Agreement dated February 1, 2003 and the
Supplemental Initial Investor Agreement dated February 1, 2003..
This waiver shall he limited to its terms and shall not constitute
a waiver of any other rights the Agent or the Banks may have from
time to time.
4.. Conditions to Effective Date,
The occurrence of the
Effective Date shall be subject to the satisfaction of the
following conditions precedent:
(a) The Borrower, the Agent and the Banks shall have
executed and delivered this Amendment.
(b)
No Default shall have occurred and
be continuing under the Credit Agreement, and the representations
and warranties of the Borrower in Section 6 of the Credit Agreement
and in Section 7 hereof shall be true and correct on and as
of the Effective Date and the Borrower shall have provided to the
Agent a certificate of a senior officer of the Borrower to that
effect.
(c)
Each Guarantor shall acknowledge and
consent to this Amendment for purposes of its Guaranty Agreement as
evidenced by its signed acknowledgment of this Amendmént on
the signature page hereof.
(d)
The Borrower shall have delivered to
the Agent, on behalf of the Banks, such other documents as the
Agent may reasonably request.
5.
Effective Date Notice.
Promptly following the occurrence of
the Effective Date, the Agent shall give notice to the parties of
the occurrence of the Effective Date, which notice shall be
conclusive, and the parties may rely thereon; provided, that such
notice shall not waive or otherwise limit any right or remedy of
the Ag
