SIXTH AMENDMENT TO CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as or February 28, 2006 is among HEARTLAND FINANCIAL USA, INC., a Delaware corporation (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 heretofore 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 February 28, 2006, 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.    Revolving Credit Commitment Termination Date, The definition of "Revolving Credit Commitment Termination Date" in Section 9,1 of the Credit Agreement is hereby amended to state in its entirety as follows

"Revolving Credit Commitment Termination Date" shall mean March 10, 200.6, as such date may be extended pursuant to Section 1.1.0.

3.    Conditions to Effective Date. The occurrence of the Effective Date shall be subject to the delivery of the following documents satisfactory to the Agent:

 

                            (a)  This Amendment.

 

                            (b)  The Consent of each of the Guarantors in the form attached hereto.

4.    Effective Date Notice_,. Promptly following the occurrence of the Effective Date, the Agent shall give notice to the parties of the occur^rence of the Effective Date, which notice shall be conclusive, and the parties may rely thereon; provided, that such notice shall not waiveor otherwise limit any right or remedy of the Agent or the Banks arising out of any failure of any condition precedent set forth in Section 3 to be satisfied,

5.     Ratification. The parties agree that the Credit Agreement, as amended hereby, has not lapsed or terminated, is in full force and effect, and is and from and after the Effective Date shall remain binding in accordance with their terms.

6.     Representations and Warranties_., The Borrower represents and warrants to the Agent and the Banks that:

(a)  No Breach. The execution, delivery and performance of this Amendment will not conflict with or result in a breach. of, or cause the creation of a Lien or require any consent under, the articles of incorporation or bylaws of the Borrower, or any applicable law or regulation, or any order, inj unction or decree of any court or governmental authority or agency, or any agreement or instrument to which, the Borrower is a party or by which it or its property is bound.

(b)  Power and Action, Binding Effect, The Borrower has been duly incorporated and is validly existing as a corporation under the laws of the State of Delaware and has all necessary power and authority to execute, deliver and perform its obligations under this Amendment and the Credit Agreement, as amended by this Amendment; the execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement, as amended by this Amendment, have been duly authorized by all necessary action on its part; and this Amendment and the Credit Agreement, as amended by this Amendment, have been duly and validly executed and delivered by the Borrower and constitute legal, valid and binding obligations, enforceable in accordance with their respective terms.

(c)  Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency or any other person are necessary for the execution or delivery by the Borrower of this Amendment, or the performance by the Borrower of the Credit Agreement, as amended by this Amendment, or for the validity or enforceability thereof.

7.     Successors and Assigns.. This Amendment shall be binding upon and inure to the benefit of the Borrower, the Agent and the Banks and their respective successors and assigns, except that the Borrower may not transfer or assign any of its rights or interest hereunder.

8.     Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Illinois.

9.     Counterparts_,. This Amendment may be executed in any number of counterparts and each party hereto may execute any one or more of such counterparts, all of which shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopy shall be as effective as delivery of a manually executed counterpart of this amendment.

 

10.    Expenses, Whether or not the effective date shall occur, without limiting the obligations of the Borrower under the Credit Agreement, the Borrower agrees to pay, or to reimburse on demand, all reasonable costs and expenses incurred by the Agent in connection with the negotiation, preparation, execution, delivery, modification, amendment or enforcement of this Amendment and the other agreements, documents and instruments referred to herein, including the reasonable fees and expenses of Mayer, Brown, Rowe & Maw LLP, special counsel to the Agent, and any other counsel engaged by the Agent.

 

 

IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written.

By: /s/ John K. Schmidt

Name: John K. Schmidt

Title: EVP, CFO, COO

As Agent

By: /s/ Lisa McDermott

Name: Lisa McDermott

Title: Vice President

BANKS:

By: /s/ Lisa McDermott

Name: Lisa McDermott

Title: Vice President

HARRIS N.A. (successor by merger with Harris Trust and

Savings Bank)

By: /s/ Thomas J. Wilson

Name: Thomas J. Wilson

Title: Vice President

By: /s/ Neil J. Havlik

Name: Neil J. Havlik

Title: Correspondent Officer

Each of the undersigned Guarantors hereby acknowledges and consents to the Borrower’s execution of this Amendment.

CITIZENS FINANCE CO.    ULTEA, INC.

By: /s/ John K. Schmidt    By: /s/ John K. Schmidt

Title: Treasurer     Title: Treasurer

 

The undersigned as Executive Vice President, Chief Financial Officer and Chief Operating Officer of Heartland Financial USA, Inc., hereby certifies as follows:

 

1.  No Default, as defined in the Credit Agreement among Heartland Financial USA, Inc. (the "Borrower"), certain banks and The Northern Trust Company as agent, as amended ("Credit Agreement") has occurred and is continuing.

2.  The representations and warranties of the Borrower in Section 6 of the Credit Agreement and in Section 7 of the Fourth Amendment and Waiver to Credit Agreement dated as of March 1, 2005, are true and correct on and as of the date hereof.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 1, 2005.

By: /s/ John K. Schmidt

Name: John K. Schmidt

Title: EVP, CFO, COO