Exhibit 10.18
AMENDMENT, DATED
AS OF NOVEMBER 1, 1999
THIS AMENDMENT AGREEMENT, dated as of November 1, 1999, is
entered into between HEARTLAND FINANCIAL USA, INC., a Delaware
corporation (the "BORROWER"), and THE NORTHERN TRUST COMPANY, an
Illinois banking corporation having its principal office at 00
Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "BANK").
RECITALS:
A. The Borrower and the Bank have entered into an Amended
and Restated Credit Agreement, dated as of July 23, 1999, (said
Agreement, as amended, shall hereinafter be referred to as "THE
AGREEMENT"). Terms defined in the Agreement and not otherwise
defined herein shall be used herein as in the Agreement.
B. The Borrower and the Bank wish to amend the Agreements
to change the definition of "Tangible Net Worth" by executing
this Amendment.
C. Therefore, the parties hereto agree as follows:
1. AMENDMENTS TO THE AGREEMENT.
1.1 SECTION 8.1(K) OF THE AGREEMENT. SECTION 8.1(K)
of the Agreement is hereby amended and restated in
its entirety as of the date hereof as follows.
"(k) The term "Tangible Net Worth" shall mean at any
date Borrower's Tier 1 Capital, as defined herein."
2. WARRANTIES. To induce the Bank to enter into this
Amendment, the Borrower warrants that:
2.1 AUTHORIZATION. The Borrower is duly authorized to
execute and deliver this Amendment and is and will
continue to be duly authorized to borrow monies under
the Notes, and to perform its obligations under the
Agreement, as amended hereby, and under the Notes.
2.2 NO CONFLICTS. The execution and delivery of this
Amendment, and the performance by the Borrower of its
obligations under the Agreement, as amended hereby,
and under the Notes, do not and will not conflict
with any provision of law or of the charter or by-laws
of the Borrower or of any agreement binding upon the
Borrower.
2.3 VALIDITY AND BINDING EFFECT. The Agreement, as
amended hereby, is, and when duly executed and delivered
will be legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance
with its terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors'
rights or by general principles of equity limiting the
availability of equitable remedies.
3. CONDITIONS PRECEDENT TO AMENDMENT. The amendment
contemplated by SECTION 1 hereof is subject to the satisfaction
of each of the following conditions precedent:
3.1 DOCUMENTATION. The Borrower shall have delivered
to the Bank all of the following, each duly executed
and dated the closing date hereof, in form and substance
satisfactory to the Bank:
(a) AMENDMENT. This Amendment.
(b) INCUMBENCY CERTIFICATE. A certificate of the
secretary or an assistant secretary of the Borrower
certifying the names of the Borrower's officers authorized
to sign this Amendment and all other documents or
certificates to be delivered hereunder, together with
the true signatures of such officers.
(c) CERTIFICATE. A certificate of the president or
chief financial officer of the Borrower as to the matters
set out in SECTION 3.2 and 3.3 hereof.
(d) GUARANTORS' ACKNOWLEDGMENT. The acknowledgment and
consent of each Guarantor to this Amendment as evidenced
by its signed acknowledgment of this Amendment on the
signature page hereof.
(e) OTHER. Such other documents as the Bank may reasonably
request.
3.2 NO DEFAULT. As of the closing date hereof, no Event of
Default or Unmatured Event of Default under the Agreements
shall have occurred and be continuing.
3.3 WARRANTIES. As of the closing date hereof, the warranties
in the Agreement and in SECTION 2 of this Amendment
shall be true and correct as though made on such date,
except for such changes as are specifically permitted under
the Agreement.
4. GENERAL.
4.1 EXPENSES. The Borrower agrees to pay the Bank upon demand
for all reasonable expenses, including reasonable attorneys'
and legal assistants' fees (which attorneys and legal
assistants may be employees of the Bank), incurred by the
Bank in connection with the preparation, negotiation and
execution of this Amendment and any document required to be
furnished herewith or therewith.
4.2 LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
4.3 SUCCESSORS. This Amendment shall be binding upon the Borrower
and the Bank and their respective successors and assigns,
and shall inure to the benefit of the Borrower and the
Bank and the successors and assigns of the Bank.
4.4 CONFIRMATION OF THE AGREEMENT. The Agreement, as amended
hereby, shall remain in full force and effect and is
hereby ratified and confirmed in all respects.
4.5 REFERENCES TO THE AGREEMENT. Each reference in the Agreement
to "this Agreement," "hereunder," "hereof," or words of
similar import in instruments or documents provided for
in such Agreement or delivered or to be delivered there-
under or in connection therewith, shall, except where the
context otherwise requires, be deemed a reference to such
Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written
above.
HEARTLAND FINANCIAL USA, INC.
By:
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Title
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THE NORTHERN TRUST COMPANY
By:
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Title
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GUARANTOR ACKNOWLEDGMENT
Each of the undersigned Guarantors hereby acknowledges and
consents to Borrower's execution of this Amendment.
CITIZENS FINANCE CO., as Guarantor ULTEA, INC., as Guarantor
By: By:
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Title Title
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The Northern Trust Company
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Amendment, dated as of November 1, 1999 (the
"AMENDMENT"), between Heartland Financial USA, Inc.
(the "BORROWER") and The Northern Trust Company (the
"BANK")
Ladies and Gentlemen:
This certificate is being delivered to the Bank pursuant to
SECTION 4.1(C) of the Amendment. Terms used in this certificate
which are defined in the Amendment shall have the same meaning
herein as therein.
In connection with Borrower's execution of the Amendment, the
undersigned officer of the Borrower hereby certifies as follows:
1. No Event of Default or Unmatured Event of Default under the
Agreement or Notes has occurred and is continuing.
2. The warranties in the Agreement and in SECTION 2
of the Amendment are true and correct as of the date
hereof as though made on the date hereof, except for
such changes as are specifically permitted under the
Agreement.
Very truly yours,
Dated November 1, 1999 HEARTLAND FINANCIAL USA, INC.
By:
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Title:
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