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; (vi) 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, Indebte
