SIXTH AMENDMENT TO CREDIT AGREEMENT
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 occurrence
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, Xxxx & Maw LLP, special counsel to the Agent, and any other
counsel engaged by the Agent.
[Signature
Page Follows]
IN
WITNESS WHEREOF, this Amendment has been executed as of the date first
above
written.
HEARTLAND
FINANCIAL USA, INC.
By:
/s/
Xxxx X. Xxxxxxx
Name:
Xxxx X. Xxxxxxx
Title:
EVP, CFO, COO
THE
NORTHERN TRUST COMPANY,
As
Agent
By:
/s/
Xxxx XxXxxxxxx
Name:
Xxxx XxXxxxxxx
Title:
Vice President
BANKS:
THE
NORTHERN TRUST COMPANY
By:
/s/
Xxxx XxXxxxxxx
Name:
Xxxx XxXxxxxxx
Title:
Vice President
XXXXXX
X.X. (successor
by merger with Xxxxxx Trust and
Savings
Bank)
By:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Vice President
U.S.
BANK NATIONAL ASSOCIATION
By:
/s/
Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
Correspondent Officer
GUARANTOR
ACKNOWLEDGEMENT
Each
of
the undersigned Guarantors hereby acknowledges and consents to the Borrower’s
execution of this Amendment.
CITIZENS
FINANCE CO. ULTEA,
INC.
By:
/s/
Xxxx X. Xxxxxxx By:
/s/
Xxxx X. Xxxxxxx
Title:
Treasurer Title:
Treasurer
CERTIFICATE
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.
HEARTLAND
FINANCIAL USA, INC.
By:
/s/
Xxxx X. Xxxxxxx
Name:
Xxxx X. Xxxxxxx
Title:
EVP, CFO, COO
