amendedcragt.htm


    $60,000,000

     

    


     

    


     

    


     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    


     

    


     

    


     

    among

     

    


     

    


     

    


     

    HEARTLAND
      FINANCIAL USA, INC.,

     

    as
      Borrower,

     

    


     

    


     

    


     

    THE
      NORTHERN TRUST COMPANY,

     

    as
      Agent,

     

    


     

    


     

    


     

    and
      the
      BANKS named herein

     

    


     

    


     

    


     

    Dated
      as
      of June 8, 2007

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    


     

    THIS
      AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 8, 2007 (this
“Agreement”), is entered into by and among HEARTLAND FINANCIAL USA, INC.,
      a corporation formed under the laws of the State of Delaware (the
“Borrower”), each of the banks named on the signature pages hereto under
      the caption “Banks” (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”).  All capitalized terms used herein without definition
      shall have the meanings set forth in Section 9.1 of this
      Agreement.

     

    


     

    WHEREAS,
      the Borrower, each of the Banks and the Agent are parties to a Credit Agreement
      dated as of January 31, 2004 (as amended, the “Existing Credit
      Agreement”);

     

    WHEREAS,
      the Borrower has requested certain amendments to the Existing Credit Agreement;
      and

     

    WHEREAS,
      the Lenders and the Agent are willing to agree to such amendments, as
      hereinafter set forth;

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree that the Existing Credit Agreement is hereby amended and
      restated to state in its entirety as follows:

     

    


     

    SECTION
      1.  THE
      LOANS

     

    1.1.  Revolving
      Credit Loans.

     

    (a)  Each
      Bank
      severally agrees, on the terms and subject to the conditions of this Agreement
      (including without limitation Section 1.1(c)), to make loans to the
      Borrower during the period from and including the date hereof to and including
      the Revolving Credit Commitment Termination Date in an aggregate principal
      amount at any one time outstanding up to but not exceeding the amount of such
      Bank’s Commitment as then in effect.  Subject to the terms of this
      Agreement, during such period the Borrower may borrow, repay, and reborrow
      the
      amount of the Commitments from time to time in effect by means of Prime Rate
      Loans, Eurodollar Loans and Fed Funds Rate Loans and may Convert Loans of one
      type into Loans of another type or Continue Eurodollar Loans; provided
      that no more than five (5) Eurodollar Loans may be outstanding from each Bank
      at
      any one time.

     

    (b)  Revolving
      Credit Loans may be borrowed pursuant to Section 1.2, upon notice given
      by the Borrower.

     

    (c)  Anything
      in this Agreement to the contrary notwithstanding, the Banks shall have no
      obligation to make any Loans if, after giving effect thereto, the Total Credits
      would exceed the Total Commitments.

     

    1.2.  Revolving
      Credit Loans Pursuant to Notice.  The Borrower may, subject to the
      terms and conditions of this Agreement, borrow Revolving Credit Loans by notice
      given by any two Authorized Officers to the Agent in accordance with Section
      3.5(a).  Revolving Credit Loans made pursuant to this Section
      1.2 on any day shall be in an aggregate amount not less than that specified
      in Section 3.4 and shall consist of Loans of the same
      type.  Not later than 1:00 p.m. Chicago time on the date specified for
      each borrowing under this Section 1.2, each Bank shall make available to
      the Agent at its principal office in Chicago, Illinois, in immediately available
      funds, the amount of the Loan to be made by it on such date.  The
      amount so received by the Agent shall, subject to the teens and conditions
      of
      this Agreement, be made promptly available to the Borrower in immediately
      available funds in accordance with the instructions of any two Authorized
      Officers of the Borrower.

     

    1.3.  Voluntary
      Reduction of Commitments.  The Borrower shall have the right to
      terminate or reduce the aggregate amount of the Commitments at any time or
      from
      time to time, provided that: (a) the Borrower shall give notice of each
      such termination or reduction as provided in Section 3.5 hereof; (b) each
      partial reduction shall be in an aggregate amount at least equal to $5,000,000
      and in integral multiples of $5,000,000; (c) the Total Commitments shall not
      be
      reduced below the Total Credits then outstanding; (d) no such reduction shall
      cause the Commitment of any Bank to be reduced below the outstanding principal
      amount of Loans made by such Bank; and (e) Commitments once terminated or
      reduced may not be reinstated.

     

    1.4.  Prepayment,
      Conversions and Continuations.  Subject to Section 4.5
      hereof, the Borrower shall have the right to prepay the principal of the Loans
      or to Convert Loans of one type into Loans of another type or Continue
      Eurodollar Loans as such at any time, provided that: (a) the Borrower
      shall give the Agent notice of each such prepayment, Conversion, or Continuation
      as provided in Section 3.5 hereof; (b) prepayments shall be in a minimum
      principal amount of $1,000,000 and in integral multiples of $1,000,000; and
      (c)
      Eurodollar Loans may be prepaid, Continued, or Converted only on the last day
      of
      an Interest Period therefor.

     

    1.5.  Interest.

     

    (a)  The
      Borrower promises to pay to the Agent for the account of each Bank interest
      on
      the unpaid principal amount of each Loan made by such Bank for the period from
      and including the date of such Loan to, but excluding, the date such Loan shall
      be paid in full, (i) while such Loan is a Prime Rate Loan, for each day at
      a
      rate per annum equal to the Prime Rate as in effect on such day minus 1.00%;
      (ii) while such Loan is a Eurodollar Loan, for each Interest Period relating
      thereto, at a rate per annum equal to the LIBOR Rate for such Loan for such
      Interest Period plus 1.15%; and (iii) while such Loan is a Fed Funds Rate Loan
      for each day, at a rate per annum equal to the Fed Funds Rate as in effect
      on
      such day plus 1.15%.

     

    (b)  Notwithstanding
      the foregoing, the Borrower will pay to the Agent for the account of the Bank
      entitled thereto interest at the Post-Default Rate on (i) any principal of
      any
      Loan and (ii) (to the fullest extent permitted by law) any interest or other
      amount payable by the Borrower hereunder or under any Note which shall not
      be
      paid in full when due (whether at stated maturity, by acceleration or
      otherwise), for each day during the period from and including the due date
      thereof to but excluding the date the same is paid in full.

     

    (c)  Accrued
      interest shall be payable in (i) in the case of Prime Rate Loans, monthly in
      arrears on the last Business Day of the month, (ii) in the case of Fed Funds
      Rate Loans, monthly in arrears on the last Business Day of the month, (iii)
      in
      the case of a Eurodollar Loan, on the last day of each Interest Period thereof,
      and (iv) in the case of any Loan, upon the payment or prepayment thereof or
      the
      Conversion of such Loan to a Loan of another type (but only on the principal
      amount so paid, prepaid, or Converted); provided, that interest payable
      at the Post-Default Rate, if any, shall be payable from time to time on demand
      and interest on any Loan that is Converted into a Prime Rate Loan pursuant
      to
Section 4.4 hereof shall be payable on the date of Conversion (but only
      to the extent so Converted).

     

    1.6.  Lending
      Offices.  The Loans of each type made by each Bank shall be made
      and maintained at such Bank’s Applicable Lending Office for Loans of such
      type.

     

    1.7.  Several
      Obligations; Remedies Independent.  The obligations of the Banks
      under this Agreement are several and the failure of any Bank to make any Loan
      on
      the date specified therefor shall not relieve any other Bank of its obligation
      to make the Loan to be made by it on such date, but neither any Bank nor the
      Agent shall be responsible for the failure of any other Bank to make any
      Loan.  The amounts payable by the Borrower at any time hereunder and
      under the Notes to the Agent and each Bank shall be a separate and independent
      debt, and the Agent and each Bank shall be entitled to protect and enforce
      its
      rights arising out of this Agreement and the Notes, and it shall not be
      necessary for any other Bank or the Agent to consent to, or be joined as an
      additional party in, any proceedings for such purposes.

     

    1.8.  Notes.  The
      obligation of the Borrower to pay principal of and interest on the Loans made
      by
      each Bank hereunder shall be evidenced by a single promissory note of the
      Borrower payable to such Bank in substantially the form of Exhibit A
      hereto.  The date, amount, and type of each Loan made by each Bank,
      and the date and amount of each payment made on account of the principal
      thereof, shall be recorded by such Bank on its books and, prior to any transfer
      of any Note evidencing such Loan held by it, endorsed by such Bank on the
      schedule attached to such Note or any continuation thereof; provided,
however, that any failure to so record shall not affect the Borrower’s
      obligations under this Agreement or the Notes.

     

    1.9.  Business
      Day Payments.  If the due date of any amount payable hereunder
      shall fall on a day, which shall not be a Business Day, the due date of such
      amount shall be postponed to the next Business Day thereafter.

     

    1.10.  Extension
      of Commitments and Replacement of Banks.

     

    (a)  The
      Borrower may request an extension of the Revolving Credit Commitment Termination
      Date by submitting a request for extension to the Agent and each Bank (other
      than a Bank excluded from such request as provided in the last sentence of
      this
Section 1.10(a)) (each such request being an “Extension Request”)
      no later than sixty (60) days prior to the then existing Revolving Credit
      Commitment Termination Date.  The Agent and each Bank receiving such
      an Extension Request may, in accordance with such Extension Request but in
      the
      absolute and sole discretion of the Agent and such Bank, agree to extend the
      Revolving Credit Commitment Termination Date by delivering to the Borrower
      and
      the Agent an irrevocable notice (a “Consent Notice”) to such effect,
      which consent shall specifically refer to this Section 1.10 and which
      shall be given no later than thirty (30) days prior to the then existing
      Revolving Credit Commitment Termination Date (the period between the receipt
      of
      the Extension Notice and the 30-day deadline for response being referred to
      as
      the “Consent Period”).  The new Revolving Credit Commitment
      Termination Date shall be no more than 364 days after the current Revolving
      Credit Commitment Termination Date.  No Extension Request shall be
      effective with respect to a Bank (i) that, by a notice (a “Withdrawal
      Notice”) to the Borrower and the Agent during the Consent Period, declines
      to consent to such extension or (ii) that has failed to respond to the Borrower
      and the Agent within the Consent Period or (iii) that was excluded from the
      Borrower’s Extension Request (each such Bank giving a Withdrawal Notice or
      failing to respond in a timely manner or being excluded from the Borrower’s
      Extension Request being called a “Withdrawing Bank”).  So long
      as no Default exists, the Borrower may elect to exclude any Bank from its
      request for extension of the Revolving Credit Termination Date pursuant to
      this
Section 1.10(a) by providing a notice to such effect to the Agent and the
      Banks.

     

    (b)  The
      Borrower may replace any Withdrawing Bank during the 25-day period (the
“Replacement Period”) commencing at the end of the Consent Period and
      ending on (and including) the date five days before the Revolving Credit
      Commitment Termination Date then in effect, provided, that (i) no Default
      shall have occurred and be continuing, (ii) the Bank being replaced has been
      paid in full of all its Loans, including principal and interest, and other
      amounts due to it hereunder, (iii) the Total Commitments shall remain unchanged
      following such replacement, (iv) any such replacement bank assumes all the
      rights and obligations of a “Bank” hereunder pursuant to such accession
      documentation as the Agent shall specify pursuant to Section 1.10(d), and
      (v) the Agent shall have consented to such replacement bank, which consent
      shall
      not be unreasonably withheld.

     

    (c)  If
      the
      Agent does not timely provide a Consent Notice as to an Extension Request,
      or if
      there is a Withdrawing Bank and the Borrower does not find a replacement bank
      which satisfies all the conditions stated in Section 1.10(b) by the end
      of the Replacement Period, the Revolving Credit Commitment Termination Date
      shall not be extended, any Withdrawing Bank shall continue to be a Bank
      hereunder, and its Commitments shall expire on the Revolving Credit Commitment
      Termination Date as provided herein without giving effect to any
      extension.  If all of the Banks and the Agent provide a Consent Notice
      with respect to an Extension Request and there is no Withdrawing Bank, or if
      all
      of the Banks (other than any Withdrawing Bank) and the Agent give a Consent
      Notice and each Withdrawing Bank is replaced by a replacement bank during the
      Replacement Period and all the conditions stated in Section 1.10(b) shall
      be satisfied with respect to such replacement bank, then the Revolving Credit
      Commitment Termination Date shall be extended in accordance with the relevant
      Extension Request, the Commitments shall be extended accordingly, and any
      Withdrawing Bank shall be discharged from its Commitment and any other
      obligation as a Bank which arises after the date which would have been the
      Revolving Credit Commitment Termination Date but for such
      extension.

     

    (d)  Any
      replacement bank may become a “Bank” under this Agreement by executing and
      delivering to the Borrower and the Agent an accession agreement in form and
      substance satisfactory to the Agent and the Borrower and such related
      documentation as shall be satisfactory in form and substance to the Borrower
      and
      the Agent, pursuant to which such bank shall assume the rights, privileges,
      duties, and obligations of a “Bank” hereunder.  Upon the effectiveness
      of any such accession agreement and related documentation, the acceding bank
      shall become a “Bank” for all purposes of this Agreement having the Commitments
      specified in such accession agreement.

     

    (e)  The
      Agent
      shall promptly provide a copy of each accession agreement to each of the
      Banks.

     

    (f)  If
      any
      Loans shall be outstanding at the time an accession agreement becomes effective,
      the Borrower shall repay such portion of such Loans and borrow an equal
      principal amount of new Loans from the Bank which has acceded so that after
      giving effect to such prepayment and borrowing the Loans are held pro rata
      among
      the Banks in accordance with the Commitments.  The Banks shall make
      disbursements among themselves to give effect to such prepayment and borrowing
      pursuant to instructions from the Agent.  The Borrower shall pay
      accrued interest to the date of prepayment on any Loans so prepaid, together
      with any amounts payable as a result of such prepayment pursuant to Section
      4.5, such prepayments being due on the date of such
      prepayments.  Any Eurodollar Loans made by such acceding Bank shall be
      (if not made on the first day of the relevant Interest Period(s) for Eurodollar
      Loans hereunder) at such rate(s) per annum as shall be set forth in the
      accession agreement.

     

    1.11.  Repayment.  All
      principal amounts on the Loans shall be payable on the Revolving Credit
      Commitment Termination Date, or, if sooner, as provided in Section
      8.2.

     

    1.12.  Existing
      Credit Agreement.    The outstanding indebtedness,
      including principal, interest and fees, under the Existing Credit Agreement
      shall remain outstanding as shall be evidenced by this Agreement and shall
      be
      payable as scheduled in the Existing Credit Agreement.

     

    SECTION
      2.  FEES

     

    2.1.  Facility
      Fee.  The Borrower shall pay to the Agent for the account of each
      Bank a facility fee on the amount of such Bank’s Commitment, for the period from
      and including the date of this Agreement to, but not including the earlier
      of
      the date such Commitment is terminated or the Revolving Credit Commitment
      Termination Date, at the rate per annum of 0.125%.  The accrued
      facility fee in respect of the Commitments shall be payable in arrears on the
      last Business Day of each calendar quarter in each year, beginning with the
      first of such dates to occur after the date of this Agreement, and on the
      earlier of the date the Commitments are terminated or the Revolving Credit
      Commitment Termination Date.

     

    2.2.  Agency
      Fee.  The Borrower shall pay to the Agent for the account of the
      Agent such agency fee as shall be set forth in a letter agreement dated the
      date
      of this Agreement between the Agent and the Borrower.

     

    SECTION
      3.  THE
      PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

     

    3.1.  Payments.

     

    (a)  Except
      to
      the extent otherwise provided herein, all payments and prepayments of principal,
      interest, fees and other amounts to be made by the Borrower under this Agreement
      and the Notes shall be made in Dollars, in immediately available funds, without
      deduction, set-off, or counterclaim, to the Agent, for the benefit of the Agent
      and the Banks, at such account as it may specify, not later than 11:00 a.m.
      Chicago time on the date on which such payment shall become due (each such
      payment made after such time to be deemed to have been made on the next
      succeeding Business Day).

     

    (b)  Each
      payment received by the Agent under this Agreement or any Note for the account
      of a Bank shall be paid promptly to such Bank, in immediately available funds,
      for the account of such Bank’s Applicable Lending Office for the Loan in respect
      of which such payment is made.

     

    3.2.  Pro
      Rata Treatment.  Except to the extent otherwise provided herein:
      (a) the borrowing from the Banks of Loans under Section 1.2 hereof shall
      be made from the Banks, and the payment of the facility fee under Section
      2.1 hereof shall be made for the account of the Banks, and each reduction
      of
      the Commitments pursuant to Section 1.3 hereof shall be applied to the
      Commitments of the Banks, pro rata according to the amounts of their respective
      Percentages; (b) the making, Conversion, and Continuation of Loans of a
      particular type (other than Conversions provided for by Section 4.4
      hereof) shall be pro rata among the Banks according to the amounts of their
      respective Percentages; (c) each payment or prepayment of principal by the
      Borrower shall be made for the account of the Banks pro rata in accordance
      with
      the respective unpaid principal amounts of the Loans held by the Banks; and
      (d)
      each payment of interest on Loans by the Borrower shall be made for the account
      of the Banks pro rata in accordance with the amounts of interest due and payable
      to the respective Banks.

     

    3.3.  Computations.  Interest
      and fees shall be computed on the basis of a year of 360 days and actual days
      elapsed (including the first day but excluding the last day) occurring in the
      period for which payable.

     

    3.4.  Minimum
      Amounts.  Except for Conversions or prepayments made pursuant to
Section 4.4 hereof, each borrowing pursuant to Section 1.2,
      Conversion, and prepayment of principal of Loans shall be in an amount at least
      equal to $1,000,000 and in integral multiples of $1,000,000 (prepayments or
      Conversions of or into Loans of different types or, in the case of Eurodollar
      Loans, having different Interest Periods at the same time hereunder to be deemed
      separate Conversions and prepayments for purposes of the foregoing, one for
      each
      type or Interest Period).  Anything in this Agreement to the contrary
      notwithstanding, the aggregate principal amount of Eurodollar Loans having
      the
      same Interest Period shall be at least equal to $1,000,000 and if any Eurodollar
      Loans would otherwise be in a lesser principal amount for any period, such
      Loans
      shall be Prime Rate Loans during such period.

     

    3.5.  Certain
      Notices.

     

    (a)  Notices
      by the Borrower to the Agent of voluntary reductions of the Commitments,
      borrowings, Conversions, Continuation and prepayments of Loans, of type of
      Loans, and of the duration of Interest Periods shall be irrevocable and shall
      be
      effective only if received by the Agent not later than 10:00 a.m. Chicago time
      on the number of Business Days prior to the date of the relevant reduction,
      borrowing, Conversion, Continuation or prepayment or the first day of such
      Interest Period specified below:

     

     

     

    
      	
              Notice

            	
              Business

              Days
                Prior

            
	
              Reduction
                of Commitments

            	
              five

            
	
              Borrowing
                or prepayment of, or Conversions into, Prime Rate Loans or Fed Funds
                Rate
                Loans

            	
               

              same
                day

            
	
              Borrowing
                or prepayment of, Conversions into, Continuations as, or duration
                of
                Interest Period for, Eurodollar Loans

            	
               

              three

            


    

    


    (b)  Each
      notice of reduction of the Commitments shall specify the amount of such
      reduction.  Each notice of borrowing, Conversion, Continuation, or
      prepayment shall specify the Loans to be borrowed, Converted, Continued, or
      prepaid and the amount (subject to Section 3.4 hereof) and type of the
      Loans to be borrowed, Converted, Continued, or prepaid and the date of
      Conversion, Continuation, or prepayment (which shall be a Business
      Day).  Each such notice of the duration of an Interest Period shall
      specify the Loans to which such Interest Period is to relate.  The
      Agent shall promptly notify the Banks of the contents of each such
      notice.

     

    (c)  In
      the
      event that the Borrower fails to select the type of Loan or the duration of
      any
      Interest Period for any Eurodollar Loan within the time period and otherwise
      as
      provided in this Section 3.5, such Loan (if outstanding as a Eurodollar
      Loan) will be automatically Converted into a Prime Rate Loan on the last day
      of
      the then current Interest Period for such Loan or will be made as a Prime Rate
      Loan; provided, that the Borrower shall continue to have the right to
      Convert any such Loan on the terms and conditions of this
      Agreement.

     

    3.6.  Non-Receipt
      of Funds by the Agent.  Unless the Agent shall have been notified
      by a Bank or the Borrower (the “Payor”) prior to the date on which the
      Payor is scheduled to make a payment to the Agent (a “Required Payment”),
      which notice shall be effective upon receipt, that the Payor does not intend
      to
      make the Required Payment to the Agent, the Agent may assume that the Required
      Payment has been made and may in reliance upon such assumption (but shall not
      be
      required to) make the amount thereof available to the intended recipient(s)
      on
      such date and, if the Payor has not in fact made the Required Payment to the
      Agent, the recipient(s) of such payment shall, on demand, repay to the Agent
      the
      amount so made available together with interest thereon in respect of each
      day
      during the period commencing on the date such amount was so made available
      by
      the Agent until the date the Agent recovers such amount at a rate per annum
      equal to (if the recipient is the Borrower) the Prime Rate for such day, and
      (if
      the recipient is a Bank) the Fed Funds Rate for such day as determined by the
      Agent; and if such recipient(s) shall fail promptly to make such payment, the
      Agent shall be entitled to recover such amount, on demand, from the Payor,
      together with interest as aforesaid at the Prime Rate (if the Payor is the
      Borrower) or the Fed Funds Rate (if the Payor is a Bank).

     

    3.7.  Sharing
      of Payments.  If any Bank shall obtain payment in any manner
      whatsoever of any principal of or interest on any Loan or any other amount
      due
      hereunder or under the Notes and, as a result of such payment, such Bank shall
      have received a greater percentage of the principal or interest or such other
      amount then due hereunder or under the Notes by the Borrower to such Bank than
      the percentage received by any other Banks, it shall promptly purchase from
      such
      other Banks participations in the Loans made by such other Banks in such amounts
      and make such other adjustments from time to time as shall be equitable to
      the
      end that all the Banks shall share the benefit of such excess payment pro rata
      in accordance with the unpaid principal and/or interest on the Loans held by
      each of the Banks.  To such end all the Banks shall make appropriate
      adjustments among themselves (by the resale of participations sold or otherwise)
      if such payment is rescinded or must otherwise be restored.

     

    SECTION
      4.  YIELD,
      CAPITAL MAINTENANCE AND TAX PROVISIONS

     

    4.1.  Additional
      Costs.

     

    (a)  The
      Borrower shall pay directly to each Bank from time to time on demand such
      amounts as such Bank may determine to be necessary to compensate it for any
      costs which such Bank determines are attributable to its making or maintaining
      of any Eurodollar Loans or Fed Funds Rate Loans or its obligation to make any
      Eurodollar Loans or Fed Funds Rate Loans hereunder, or any reduction in any
      amount received or receivable by such Bank hereunder in respect of any
      Eurodollar Loans or Fed Funds Rate Loans or such obligation (such increases
      in
      costs and reductions in amounts received or receivable being herein called
      “Additional Costs”), resulting from any Regulatory Change
      which:

     

    (i)  changes
      the basis of taxation of any amounts payable to such Bank under this Agreement
      or its Note (other than taxes on the overall net income of such Bank or its
      Applicable Lending Office imposed by the United States of America or by the
      jurisdiction in which such Bank has its principal office or such Applicable
      Lending Office);

     

    (ii)  imposes,
      modifies, or deems applicable any reserve, special deposit, or similar
      requirements relating to any extensions of credit or other assets of, or any
      deposits with or other liabilities of, such Bank or the Commitment of such
      Bank
      in respect of Eurodollar Loans or Fed Funds Rate Loans; or

     

    (iii)  imposes
      any other condition affecting this Agreement or its Note (or any of such
      extensions of credit or liabilities) or Commitment in respect of Eurodollar
      Loans or Fed Funds Rate Loans.

     

    (b)  Without
      limiting the effect of the foregoing provisions of this Section 4.1 (but
      without duplication), the Borrower shall pay directly to each Bank from time
      to
      time on demand such amounts as such Bank may determine to be necessary to
      compensate such Bank or any Person controlling such Bank for any increased
      costs
      which it determines are attributable to the maintenance by such Bank or such
      Person (or any Applicable Lending Office) of capital in respect of such Bank’s
      Commitment or Loans as a result of any Regulatory Change, such compensation
      to
      include, without limitation, an amount equal to any reduction of the rate of
      return on assets or equity of such Bank or such Person (or any Applicable
      Lending Office) to a level below that which such Bank or such Person (or any
      Applicable Lending Office), taking into account its policies concerning capital
      adequacy, could have achieved but for such Regulatory Change.

     

    (c)  Each
      Bank
      will notify the Borrower of any event occurring after the date of this Agreement
      that will entitle such Bank to compensation under paragraph (a) or
(b) of this Section 4.1 as promptly as
      practicable.  Together with the delivery of such notice, the relevant
      Bank will furnish to the Borrower a certificate setting forth the basis and
      amount of each request by such Bank for compensation under paragraph (a)
      or (b) of this Section 4.1.  Determinations and
      allocations by any Bank for purposes of this Section 4.1 of the effect of
      any Regulatory Change, law, regulation, or request of any central bank or other
      monetary authority and computations of amounts payable set forth in the
      certificate referred to in the preceding sentence shall be made in good faith
      and shall be conclusive and binding on the Borrower in the absence of manifest
      error.

     

    4.2.  Limitation
      on Types of Loans.  Anything herein to the contrary
      notwithstanding, if, on or prior to the determination of any LIBOR Base Rate
      for
      any Interest Period for any Eurodollar Loans or determination of the Fed Funds
      Rate for any Fed Funds Rate Loans:

     

    (a)  the
      Agent
      determines (which determination shall be conclusive) that quotations of interest
      rates for the relevant deposits referred to in the definition of “LIBOR Base
      Rate” or “Fed Funds Rate,” as the case may be, are not being provided in the
      relevant amounts or for the relevant maturities for purposes of determining
      the
      LIBOR Base Rate for such Interest Period or the Fed Funds Rate for such day,
      as
      the case may be, as provided herein; or

     

    (b)  any
      Bank
      determines (which determination shall be conclusive) and notifies the Agent
      that
      the relevant rates of interest referred to in the definition of (i) “LIBOR Base
      Rate” for such Interest Period are not likely to adequately cover the cost to
      such Bank of making or maintaining its Eurodollar Loan for such Interest Period
      or (ii) “Fed Funds Rate” are not likely to adequately cover the cost of such
      Bank of making or maintaining its Fed Funds Rate Loans;

     

    then
      with
      respect to Loans of the affected type, the Agent shall give the Borrower and
      each Bank prompt notice thereof, and so long as such condition remains in
      effect, the affected Banks shall be under no obligation to make or Continue
      Loans of the affected type and the Borrower shall either prepay (on the last
      day
      of the current Interest Period for any outstanding Eurodollar Loans) each
      affected Bank’s Loans of the affected type or Convert (on the last day of the
      current Interest Period for any outstanding Eurodollar Loans) such Loans to
      a
      type which are not so affected in accordance with Section 1.4
      hereof.

     

    4.3.  Illegality.  Notwithstanding
      any other provision of this Agreement, in the event that because of any
      Regulatory Change it becomes unlawful for any Bank or its Applicable Lending
      Office to honor its obligation to make or maintain Eurodollar Loans or Fed
      Funds
      Rate Loans, then such Bank shall promptly notify the Borrower thereof (with
      a
      copy to the Agent) and such Bank’s obligation to make or Continue, or to Convert
      Loans into, the affected type of Loans or to make or Convert the affected type
      of Loans shall be suspended until such time as such Bank may again make and
      maintain the affected type of Loans (in which case the provisions of Section
      4.4 hereof shall be applicable).

     

    4.4.  Treatment
      of Affected Loans.

     

    (a)  If
      the
      obligation of any Bank to make or Continue, or to Convert Loans into, Eurodollar
      Loans or Fed Funds Rate Loans is suspended pursuant to Section 4.2 or
4.3 hereof (such Loans being called “Affected Loans” in this
Section 4.4), such Bank’s Affected Loans shall be automatically Converted
      into Prime Rate Loans on the last day(s) of the then current Interest Period(s)
      unless sooner required under the Regulatory Change referred to in Section
      4.3  and, unless and until such Bank gives notice as provided
      below that the circumstances specified in Section 4.2 or 4.3
      hereof which gave rise to such Conversion no longer exist:

     

    (i)  to
      the
      extent that such Bank’s Affected Loans have been so Converted, all payments and
      prepayments of principal which would otherwise be applied to such Bank’s
      Affected Loans shall be applied instead to its Prime Rate Loans;
      and

     

    (ii)  all
      Loans
      which would otherwise be made or Continued by such Bank as Affected Loans shall
      be made or Continued instead as Prime Rate Loans and all Loans of such Bank
      which would otherwise be Converted into Affected Loans shall remain as Prime
      Rate Loans.

     

    (b)  If
      such
      Bank gives notice to the Borrower (with a copy to the Agent) that circumstances
      specified in Section 4.2 or 4.3 hereof which gave rise to the
      Conversion of such Bank’s Affected Loans pursuant to this Section 4.4 no
      longer exist (which such Bank agrees to do promptly upon such circumstances
      ceasing to exist) at a time when Affected Loans are outstanding, such Bank’s
      Prime Rate Loans shall be automatically Converted, on the first day(s) of the
      next succeeding Interest Period(s) for such outstanding Affected Loans to the
      extent necessary so that, after giving effect thereto, all Affected Loans are
      held pro rata (as to principal amounts, types and Interest Periods) in
      accordance with the Commitments.

     

    4.5.  Compensation.

     

    (a)  The
      Borrower shall pay to the Agent for the account of each Bank, upon the demand
      of
      such Bank through the Agent, such amount or amounts as shall be sufficient
      (in
      the reasonable opinion of such Bank) to compensate it for any loss, cost or
      expense which such Bank determines are attributable to (i) any payment,
      prepayment or Conversion of a Eurodollar Loan made by such Bank for any reason
      (including, without limitation, the acceleration of the Loans pursuant to
Section 8 hereof) on a date other than the last day of an Interest Period
      for such Loan; or (ii) any failure by the Borrower for any reason (including,
      without limitation, the failure of any of the conditions precedent specified
      in
Section 5 hereof to be satisfied) to borrow a Eurodollar Loan from such
      Bank on the date of the making of such Loan specified as provided in this
      Agreement.

     

    (b)  Without
      limiting the effect of Section 4.5(a), such compensation shall include an
      amount equal to the excess, if any, of (i) the amount of interest which
      otherwise would have accrued on the principal amount so paid, prepaid or
      Converted or not borrowed for the period from the date of such payment,
      prepayment, Conversion or failure to borrow to the last day of the then current
      Interest Period for such Loan (or, in the case of a failure to borrow, the
      Interest Period for such Loan which would have commenced on the date specified
      for such borrowing) at the applicable rate of interest for such Loan over (ii)
      the interest component of the amount such Bank would have bid in the London
      interbank market for Dollar deposits of leading banks in amounts comparable
      to
      such principal amount and with maturities comparable to such period (as
      reasonably determined by such Bank).

     

    (c)  Any
      Bank
      requesting compensation pursuant to this Section 4.5 shall provide to the
      Borrower a certificate showing its computation of the amount requested, which
      shall be conclusive and binding on the Borrower in the absence of manifest
      error.

     

    4.6.  Taxes.  The
      Borrower covenants and agrees that:

     

    (a)  All
      payments on account of the principal of and interest on the Loans and all other
      amounts payable by the Borrower under or in respect of this Agreement or the
      Notes or the letter agreement referred to in Section 2.2 hereof,
      including amounts payable under paragraph (c) of this Section 4.6,
      shall be made free and clear of and without reduction by reason of any present
      or future income, stamp and other taxes, levies, deductions, charges and
      withholdings whatsoever imposed, assessed, levied or collected by any state,
      nation or other governmental authority (other than taxes on the overall net
      income of such Bank or its Applicable Lending Office imposed by the United
      States of America or the jurisdiction in which such Bank has its principal
      office or such Applicable Lending Office, such excluded taxes being called
      “Excluded Taxes”), or any political subdivision or taxing authority
      thereof or therein (each, a “Taxing Authority”), and interest thereon and
      penalties with respect thereto, if any, on or in respect of (i) this Agreement,
      the Notes, the Commitments, the Loans or the letter agreement referred to in
      Section 2.2 hereof, (ii) the registration, notarization or other
      formalization of any thereof, (iii) any payments of principal, interest,
      charges, fees or other amounts made on, under or in respect thereof, or (iv)
      any
      of the income, profits or revenues of the Agent, any Bank or any Applicable
      Lending Office as a result of the transactions contemplated hereby other than
      Excluded Taxes (collectively, “Taxes”), all of which will be paid by the
      Borrower, for its own account, prior to the date on which penalties attach
      thereto.

     

    (b)  The
      Borrower will indemnify the Agent and each Bank against, and reimburse the
      Agent
      and each Bank on demand for, any Taxes and any loss, liability, claim or
      expense, including interest, penalties and legal fees, which the Agent or any
      Bank may incur at any time arising out of or in connection with any failure
      of
      the Borrower to make any payment of Taxes when due.

     

    (c)  In
      the
      event that the Borrower is required by applicable law, decree or regulation
      to
      deduct or withhold any Taxes from any amount payable on, under or in respect
      of
      this Agreement or the Notes or the letter agreement referred to in Section
      2.2 hereof, the Borrower shall withhold such amount and pay it to the
      relevant Taxing Authority and shall pay to the Agent or the Banks such
      additional amount as may be required, after such deduction or withholding,
      to
      enable the Agent or the Banks to receive from the Borrower an amount equal
      to
      the full amount stated to be payable under this Agreement or the Notes or the
      letter agreement referred to in Section 2.2 hereof.

     

    (d)  The
      Borrower shall furnish to the Agent original or certified copies of tax receipts
      in respect of any withholding of Taxes required under this Section 4.6
      within thirty (30) days after the date of the payment of interest or other
      amount in respect of which any withholding was required to be made, and the
      Borrower shall promptly furnish to the Agent any other information, documents
      and receipts that the Agent may require, in its sole discretion from time to
      time, to establish to its satisfaction that full and timely payment has been
      made of all Taxes required to be paid hereunder.

     

    (e)  The
      covenants and agreements of the Borrower under this Section 4.6 shall
      survive the repayment of the Loans and payment of other amounts payable under
      this Agreement, the Notes and the letter agreement referred to in Section
      2.2 hereof.

     

    (f)  At
      least
      five Business Days prior to the first date on which interest or fees are payable
      hereunder for the account of any Bank, each Bank that is not incorporated under
      the laws of the United States of America or a state thereof agrees that it
      will
      deliver to each of the Borrower and the Agent two duly completed copies of
      United States Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY, certifying
      in either case that such Bank is entitled to receive payments under this
      Agreement arid the Notes without deduction or withholding of any United States
      federal income taxes.  Each Bank which is so obligated to deliver a
      Form W-8BEN, W-8ECI or W-8IMY further undertakes to deliver to each of the
      Borrower and the Agent two additional copies of such form (or a successor form)
      on or before the date that such form expires or becomes obsolete or after the
      occurrence of any event requiring a change in the most recent form so delivered
      by it, and such amendments thereto or extensions or renewals thereof as may
      be
      reasonably requested by the Borrower or the Agent, in each case certifying
      that
      such Bank is entitled to receive payments under this Agreement and the Notes
      without deduction or withholding of any United States federal income taxes,
      unless an event (including without limitation any change in treaty, law or
      regulation) has occurred prior to the date on which any such delivery would
      otherwise be required which renders all such forms inapplicable or which would
      prevent such Bank from duly completing and delivering any such form with respect
      to it and such Bank advises the Borrower and the Agent that it is not capable
      of
      receiving payments without any deduction or withholding of United States federal
      income tax.

     

    SECTION
      5.  CONDITIONS
      PRECEDENT

     

    5.1.  Initial
      Credit Extension.  The amendment and restatement of the Existing
      Credit Agreement and the obligation of each Bank to make its initial Loan
      hereunder is subject to the receipt by the Agent of the following documents
      and
      payments, each of which documents shall be satisfactory to the Agent in form
      and
      substance:

     

    (a)  Agreement.  This
      Agreement, duly completed and executed.

     

    (b)  Notes.  The
      Notes, duly completed and executed.

     

    (c)  Borrower
      Corporate Action.  The certificate of incorporation (certified by
      the Secretary of State of Delaware dated no earlier than 30 days prior to this
      Agreement) and bylaws of the Borrower and all corporate action taken by the
      Borrower authorizing this Agreement and the Notes and the borrowing by the
      Borrower hereunder (including the resolutions of the Board of Directors of
      the
      Borrower authorizing the transactions contemplated hereby), in each case,
      certified by the secretary or assistant secretary of the Borrower.

     

    (d)  Borrower
      Incumbency.  A certificate of the secretary or assistant secretary
      of the Borrower naming and setting forth the specimen signature of each of
      the
      officers of the Borrower (i) who is authorized to sign on its behalf this
      Agreement or the Notes and (ii) who is (A) an Authorized Officer or (B) who
      will, until replaced by another officer or officers duly authorized for that
      purpose, act as its representative for the purposes of signing documents and
      giving notices and other communications (other than notices required to be
      given
      by an Authorized Officer) in connection with this Agreement and the transactions
      contemplated hereby.

     

    (e)  Officer’s
      Certificate.  A certificate of a senior officer of the Borrower
      dated the date of the initial Credit Extension to the effect that on and as
      of
      such date: (i) no Default shall have occurred and be continuing; and (ii) the
      representations and warranties made by the Borrower in Section 6 hereof
      are true and correct with the same force and effect as if made on and as of
      such
      date.

     

    (f)  Opinion
      of Counsel of Borrower.  An opinion of counsel of the Borrower,
      substantially in the form of Exhibit B hereto.

     

    (g)  Approvals.  Certified
      copies of any filings, authorizations, approvals, licenses, consents or
      registrations necessary in order for the Borrower to execute, deliver and
      perform this Agreement or the Notes.

     

    (h)  Fee
      Letter and Payments.  An executed copy of the letter agreement
      referred to in Section 2.2, payment of any agency fee then due under that
      letter agreement, and payment of any other fee which is then due and payable
      pursuant to this Agreement.

     

    (i)  Borrower
      Good Standing Certificates.  A good standing certificate from (i)
      the Borrower’s Federal Reserve Bank, (ii) the Secretary of State of the
      Borrower’s state of incorporation, and (iii) each state in which the Borrower is
      required to be qualified to transact business as a foreign corporation, except
      from those states where the failure to so qualify would not have a material
      adverse impact on the consolidated assets, condition or prospects of the
      Borrower (in each of the foregoing cases, dated no earlier than 30 days prior
      to
      this Agreement).

     

    (j)  Guaranty
      Agreements.  A separate Guaranty Agreement duly completed and
      executed by each Guarantor.

     

    (k)  Guarantor
      Corporate Action.  The articles of incorporation (also certified
      by the Secretary of State of each Guarantor’s state of organization dated no
      earlier than 30 days prior to this Agreement) and by-laws of each Guarantor
      and
      all corporate action taken by each Guarantor authorizing their respective
      Guaranty Agreement and the performance of their obligations thereunder
      (including the resolutions of the Board of Directors of each Guarantor
      authorizing the transactions contemplated by their respective Guaranty
      Agreement), in each case, certified by the secretary or assistant secretary
      of
      such Guarantor.

     

    (l)  Guarantor
      Incumbency.  A certificate of the secretary or assistant secretary
      of each Guarantor naming and setting forth the specimen signature of each of
      the
      officers of such Guarantor who is authorized to sign its Guaranty Agreement
      on
      its behalf (the Agent and each Bank may conclusively rely on such certificate
      until formally advised by a like certificate of any changes
      therein).

     

    
            
        (m)  Guarantor
        Good Standing Certificates.  A good standing certificate from (i)
        the Secretary of State of each Guarantor’s state of incorporation, and (iii)
        each state in which each Guarantor is required to be qualified to transact
        business as a foreign corporation, except from those states where the failure
        to
        so qualify would not have a material adverse impact on the consolidated assets,
        condition or prospects of such Guarantor (in each of the foregoing cases,
        dated
        no earlier than 30 days prior to this Agreement).

    

     

    (n)  Opinion
      of Counsel to Guarantor.  An opinion of counsel to each Guarantor
      in the form of Exhibit C attached hereto.

     

    (o)  Lien
      Searches.  Certified copies of (i) Uniform Commercial Code lien
      search reports certified by a party acceptable to the Agent, dated a date
      reasonably near to the date of this Agreement, listing all effective financing
      statements which name the Borrower and each Guarantor (under their present
      names
      and any previous names and under the names of any predecessor by merger,
      consolidation or otherwise) as debtor and which are filed in the Borrower’s and
      such Guarantor’s jurisdiction of organization and where the Borrower or such
      Guarantor has maintained any place of business within the last five years,
      together with copies of such financing statements and (ii) federal and state
      tax
      liens and pending suits and judgment searches against the Borrower and each
      Guarantor (under their present names and any previous names and under the names
      of any predecessor by merger, consolidation or otherwise) from jurisdictions
      where the Borrower and such Guarantor is organized and from where the Borrower
      or such Guarantor maintains any principal place of business, each of such
      searches certified by a party acceptable to the Agent and dated a date
      reasonably near to the date of this Agreement.

     

    (p)  Other
      Documents.  Such other documents as the Agent or any Bank may
      reasonably request.

     

    5.2.  Initial
      and Subsequent Credit Extensions.  The obligation of each Bank to
      make any Loan (including its initial Loan) and agree to any Continuation of
      Eurodollar Loans or any Conversion of Loans is subject to the further conditions
      precedent that, both immediately prior to such Credit Extension, Continuation
      or
      Conversion and also after giving effect thereto: (a) no Default shall have
      occurred and be continuing; and (b) the representations and warranties made
      by
      the Borrower in Section 6 hereof shall be true and correct on and as of
      the date of such Credit Extension, Continuation or Conversion with the same
      force and effect as if made on and as of such date.  Each notice of
      borrowing, Continuation or Conversion given by the Borrower hereunder shall
      constitute a certification by the Borrower to the effect set forth in clauses
      (a) and (b) in the preceding sentence.

     

    SECTION
      6.  REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      the Agent and the Banks to enter into this Agreement and make Credit Extensions,
      the Borrower represents and warrants to the Agent and the Banks
      that:

     

    6.1.  Organization.  The
      Borrower and each Subsidiary are existing and in good standing under the laws
      of
      their state of formation, and are duly qualified, in good standing and
      authorized to do business in each jurisdiction where failure to do so might
      have
      a material adverse impact on the consolidated assets, condition or prospects
      of
      the Borrower.  The Borrower and each Subsidiary have the power and
      authority to own their properties and to carry on their businesses as now being
      conducted.

     

    6.2.  Authorization;
      No Conflict.  The execution, delivery and performance of this
      Agreement, the Notes, the other Loan Documents to which the Borrower is a party
      and all related documents and instruments:  (a) are within the
      Borrower’s powers; (b) have been authorized by all necessary corporate action;
      (c) have received any and all necessary governmental approval; and (d) do not
      and will not contravene or conflict with any provision of law or charter or
      by-laws of the Borrower or any agreement affecting the Borrower or its
      property.

     

    6.3.  Financial
      Statements.  The Borrower has supplied copies of the following
      financial or other statements to the Agent and each Bank:

     

    (a)  The
      Borrower’s unaudited consolidated financial statements as of March 31, 2007;
      and

     

    (b)  The
      Borrower’s audited consolidated financial statements as of December 31,
      2006.

     

    Such
      statements have been furnished to the Agent and each Bank, have been prepared
      in
      conformity with GAAP applied on a basis consistent with that of the preceding
      fiscal year, and fairly present the financial condition of the Borrower and
      each
      Subsidiary as at such dates and the results of :heir operations for the
      respective periods then ended.  Since the date of those financial
      statements, no material, adverse change in the business, condition, properties,
      assets, operations, or prospects of the Borrower or any Subsidiary has
      occurred.  There is no known contingent liability of the Borrower or
      any Subsidiary which is known to be in an amount in excess of $100,000
      (excluding loan commitments, letters of credit, and other contingent liabilities
      included in the ordinary course of the banking business) in excess of insurance
      for which the insurer has confirmed coverage in writing which is not reflected
      in such financial statements.

     

    6.4.  Taxes.  The
      Borrower and each Subsidiary have filed or caused to be filed all federal,
      state
      aid local tax returns which, to the knowledge of the Borrower or such
      Subsidiary, were required to be filed, and have paid or have caused to be paid
      all taxes as shown on such returns or on any assessment received by them, to
      the
      extent that such taxes have become due (except for current taxes not delinquent
      and taxes being contested in good faith and by appropriate proceedings for
      which
      adequate reserves have been provided on the books of the Borrower or the
      appropriate Subsidiary, and as to which no foreclosure, sale or similar
      proceedings have been commenced).  The Borrower and each Subsidiary
      have set up reserves which are adequate for the payment of additional taxes
      for
      years which have not been audited by the respective tax
      authorities.

     

    6.5.  Liens.  None
      of the assets of the Borrower or any Subsidiary are subject to any Lien, except
      for Liens permitted by Section 7.5(b).

     

    6.6.  Adverse
      Contracts.  Neither the Borrower nor any Subsidiary is a party to
      any agreement or instrument or subject to any charter or other corporate
      restriction, nor is it subject to any judgment, decree or order of any court
      or
      governmental body, which may have a material and adverse effect on the business,
      assets, liabilities, financial condition, operations or business prospects
      of
      the Borrower and its Subsidiaries taken as a whole or on the ability of the
      Borrower to perform its obligations under this Agreement, the Note, the other
      Loan Documents to which it is a party.  Neither the Borrower nor any
      Subsidiary has, nor with reasonable diligence should have had, knowledge of
      or
      notice that it is in default in the performance, observance or fulfillment
      of
      any of the obligations, covenants or conditions contained in any such agreement,
      instrument, restriction, judgment, decree or order.

     

    6.7.  Regulation
      U.  The Borrower is not engaged principally in, nor is one of the
      Borrower’s important activities, the business of extending credit for the
      purpose of purchasing or carrying “margin stock” within the meaning of
      Regulation U of the Board of Governors of the Federal Reserve System as now
      and
      from time to time hereinafter in effect.

     

    6.8.  Litigation
      and Contingent Liabilities.  No litigation (including derivative
      actions), arbitration proceedings or governmental proceedings are pending or
      threatened against the Borrower or any Subsidiary which would (singly or in
      the
      aggregate), if adversely determined, have a material and adverse effect on
      the
      financial condition, continued operations or prospects of the Borrower or such
      Subsidiary, except as and if set forth (including estimates of the dollar
      amounts involved) on Schedule 6.8 attached to this
      Agreement.

     

    6.9.  FDIC
      Insurance.  The deposits of each Subsidiary Bank of the Borrower
      are insured by the FDIC to the extent permitted by applicable law and no act
      has
      occurred which would adversely affect the status of such Subsidiary Bank as
      an
      FDIC insured bank.

     

    6.10.  Investigations.  Neither
      the Borrower nor any Subsidiary Bank has received any notice that it is under
      investigation by, or is operating under the restrictions imposed by or agreed
      to
      in connection with, any regulatory authority.

     

    6.11.  Bank
      Holding Company.  The Borrower has complied in all material
      respects with all federal, state and local laws pertaining to bank holding
      companies, including without limitation the Bank Holding Company Act of 1956,
      as
      amended, and there are no conditions precedent or subsequent to its engaging
      in
      the business of being a registered bank holding company.

     

    6.12.  ERISA.

     

    (a)  The
      Borrower and the ERISA Affiliates and the plan administrator of each Plan have
      fulfilled in all material respects their respective obligations under ERISA
      and
      the Code with respect to such Plan and such Plan is currently in material
      compliance with the applicable provisions of ERISA and the Code.

     

    (b)  With
      respect to each Plan, there has been no (i) “reportable event” within the
      meaning of Section 4043 of ERISA and the regulations thereunder which is not
      subject to the provision for waiver of the 30-day notice requirement to the
      PBGC; (ii) failure to make or properly accrue any contribution which is due
      to
      any Plan; (iii) action under Section 4041 of ERISA to terminate any Pension
      Plan; (iv) withdrawal from any Pension Plan with two or more contributing
      sponsors or the termination of any such Pension Plan resulting in liability
      pursuant to Sections 4063 or 4064 of ERISA; (v) institution by PBGC of
      proceedings to terminate any Pension Plan, or the occurrence of any event or
      condition which might constitute grounds under ERISA for the termination of,
      or
      the appointment of a trustee to administer, any Pension Plan; (vi) the
      imposition of liability pursuant to Sections 4062(e), 4069 or 4212 of ERISA;
      (vii) complete or partial withdrawal (within the meaning of Sections 4203 and
      4205 of ERISA) from any Pension Plan which is a Multiemployer Plan that is
      in
      reorganization or insolvency pursuant to Sections 4241 or 4245 of ERISA, or
      that
      it intends to terminate or has terminated under Sections 4041A or 4042 of ERISA;
      (viii) prohibited transaction described in Section 406 of ERISA or 4975 of
      the
      Code which could give rise to the imposition of any material fines, penalties,
      taxes or related charges; (ix) assertion of a claim (other than routine claims
      for benefits) against any Plan (other than a Multiemployer Plan) which could
      reasonably be expected to be successful; (x) receipt from the Internal Revenue
      Service of notice of the failure of any Plan to qualify under Section 401(a)
      of
      the Code, or the failure of any trust forming part of any Plan to fail to
      qualify for exemption from taxation under Section 501(a) of the Code, if
      applicable; or (xi) imposition of a Lien pursuant to Section 401(a)(29) or
      412(n) of the Code or Section 302(f) of ERISA.

     

    6.13.  Environmental
      Laws.

     

    (a)  The
      Borrower and each of its Subsidiaries have obtained all material permits,
      licenses and other authorizations which are required under the Environmental
      Laws and are in compliance in all material respects with any applicable
      Environmental Laws.

     

    (b)  On
      or
      prior to the date hereof, no notice, demand, request for information, citation,
      summons or order has been issued, no complaint has been filed, no penalty has
      been assessed and rip investigation or review is pending or, to the best of
      the
      Borrower’s knowledge, threatened by any governmental or other Person with
      respect to any alleged or suspected failure by the Borrower or any of its
      Subsidiaries to comply in any material respect with any Environmental
      Laws.

     

    (c)  There
      are
      no material liens arising under or pursuant to any Environmental Laws on any
      of
      the property owned or leased by the Borrower or any of its
      Subsidiaries.

     

    (d)  There
      are
      no conditions existing currently or likely to exist during the term of this
      Agreement which would subject the Borrower or any of its Subsidiaries or any
      of
      their property to any mater al lien, damages, penalties, injunctive relief
      or
      cleanup costs under any Environmental Laws or which require or are likely to
      require cleanup, removal, remedial action or other responses pursuant to
      Environmental Laws by the Borrower and its Subsidiaries.

     

    6.14.  Subsidiaries.  Attached
      hereto as Schedule 6.14 is a correct and complete list of all
      Subsidiaries of the Borrower.

     

    SECTION
      7.  COVENANTS

     

    The
      Borrower agrees that, so long as the Commitments are in effect and until payment
      in full of the Loans and all other amounts payable by the Borrower hereunder
      and
      under the Notes the Borrower will, and will cause each Subsidiary to comply
      with
      the following covenants:

     

    7.1.  Existence,
      Mergers, Etc.  The Borrower and each Subsidiary shall preserve and
      maintain their corporate, partnership or joint venture (as applicable)
      existence, and will not liquidate, dissolve, or merge, or consolidate with
      or
      into any other entity, or sell, lease, transfer or otherwise dispose of all
      or a
      substantial part of their assets other than in the ordinary course of business
      as now conducted, except that:

     

    (a)  any
      Subsidiary may merge or consolidate with or into the Borrower or any one or
      more
      wholly-owned Subsidiaries;

     

    (b)  any
      Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets
      to the Borrower or one or more wholly-owned Subsidiaries;

     

    (c)  the
      Borrower or any Subsidiary may merge with any other Person so long as the
      Borrower or such Subsidiary shall be the surviving Person and no Default before
      or after giving effect to such merger shall have occurred and be continuing;
      and

     

    (d)  the
      Borrower may dissolve any Trust Issuer after giving effect to the redemption
      of
      all outstanding Trust Preferred Securities of such Trust Issuer and the
      repayment in full by the Borrower of the Trust Indebtedness to such Trust
      Issuer, provided, that, such redemption of Trust Preferred
      Securities and repayment of Trust Indebtedness is made in compliance with other
      applicable pro visions of this Agreement.

     

    The
      Borrower and any Subsidiary shall take all steps to become and remain duly
      qualified, in good standing and authorized to do business in each jurisdiction
      where failure to do so might have a material adverse impact on the consolidated
      assets, condition or prospects of the Borrower.

     

    7.2.  Reports,
      Certificates and Other Information.  The Borrower shall furnish
      (or cause to be furnished) to each Bank:

     

    (a)  Interim
      Reports.  Within forty-five (45) days after the end of each
      quarter of each fiscal year of the Borrower, a copy of an unaudited financial
      statement of the Borrower and its Subsidiaries prepared on a consolidated basis
      consistent with the consolidated financial statements of :he Borrower and its
      Subsidiaries referred to in Section 6.3 above, signed by an Authorized
      Officer of the Borrower and consisting of at least: (i) a balance sheet as
      at
      the close of such quarter; (ii) a statement of earnings and source and
      application of funds for such quarter and for the period from the beginning
      of
      such fiscal year to the close of such quarter; and (iii) all call reports and
      other financial statements required to be delivered by the Borrower and by
      each
      Subsidiary Bank to any governmental authority or authorities having jurisdiction
      over the Borrower or such Subsidiary Bank and all schedules
      thereto.

     

    (b)  Audit
      Report.  Within ninety (90) days after the end of each fiscal year
      of Borrower, a copy of an annual report of Borrower and its Subsidiaries
      prepared on a consolidated basis and in conformity with GAAP applied on a basis
      consistent with the consolidated financial statements of Borrower and its
      Subsidiaries referred to in Section 6.3 above, duly audited by
      independent certified public accountants of recognized standing satisfactory
      to
      the Agent, accompanied by an opinion without qualification.

     

    (c)  Certificates.  Contemporaneously
      with the furnishing of a copy of each annual report and of each quarterly
      statement provided for in this Section, a certificate dated the date of
      such annual report or such quarterly statement and signed by either the
      President, the Chief Financial Officer or the Treasurer of the Borrower, to
      the
      effect that no Default has occurred and is continuing, or, if there is any
      such
      event, describing it and the steps, if any, being taken to cure it, and
      containing (except in the case of the certificate dated the date of the annual
      report) a computation of, and showing compliance with, any financial ratio
      or
      restriction contained in this Agreement.

     

    (d)  Reports
      to SEC.  Notification of each filing and report made by the
      Borrower or any Subsidiary with or to any securities exchange, national
      quotation service or the Securities and Exchange Commission, promptly upon
      the
      filing or making thereof (with copies of such filings and reports promptly
      provided upon the Agent’s or any Bank’s request).

     

    (e)  Notice
      of Default, Litigation and ERISA Matters.  Immediately upon
      learning of the occurrence of any of the following, written notice describing
      the same and the steps being taken by the Borrower or such Subsidiary affected
      in respect thereof: (i) the occurrence of a Default; (ii) the institution of,
      or
      any adverse determination in, any litigation, arbitration or governmental
      proceeding which is material to the Borrower or any Subsidiary on a consolidated
      basis; (iii) the occurrence of any event described in Section 6.12(b);
      (iv) the issuance of any cease and desist order, memorandum of understanding,
      cancellation of insurance, or proposed disciplinary action from the Federal
      Deposit Insurance Corporation or other regulatory entity; or (v) the receipt
      by
      the Borrower or any Subsidiary Bank of any notice that it is under investigation
      by, or is operating under the restrictions imposed by or agreed to in connection
      with, any regulatory authority.

     

    (f)  Other
      Information.  From time to time such other information, financial
      or otherwise, concerning the Borrower, any Subsidiary or any Guarantor as the
      Agent or any Bank may reasonably request.

     

    7.3.  Inspection.  The
      Borrower and each Subsidiary shall permit the Agent or any Bank and its agents
      at any time during normal business hours to inspect their properties and to
      inspect and make copies of their books and records, except as may be prohibited
      by any applicable laws.  Any such inspection shall be at the
      Borrower’s expense if a Default has occurred and is continuing.

     

    7.4.  Financial
      Requirements.

     

    (a)  Total
      Debt to Tier 1 Capital.  The Borrower’s total Indebtedness
      (specifically excluding Indebtedness of the Borrower’s Subsidiaries) shall not
      at any time exceed forty-five percent (45%) of its consolidated Tier 1 Capital
      (provided that nothing in this paragraph shall permit the Borrower to
      borrow or incur Indebtedness except as specifically permitted elsewhere in
      this
      Agreement).

     

    (b)  Leverage
      Ratio.  The Borrower shall maintain a ratio of Tier 1 Capital to
      average quarterly assets less all non-qualified intangible assets of at least
      five percent (5%), calculated on a consolidated basis as at the last day of
      each
      fiscal quarter of the Borrower.  Each Subsidiary Bank shall maintain a
      ratio of Tier 1 Capital to average quarterly assets less all non-qualified
      intangible assets of at least five percent (5%), calculated as at the last
      day
      of each fiscal quarter of such Subsidiary Bank.

     

    (c)  Tier
      1
      Capital Ratio.  The Borrower shall maintain a ratio of Tier 1
      Capital to risk-weighted assets of not less than six percent (6%), calculated
      as
      at the last day of each fiscal quarter of the Borrower.  Each
      Subsidiary Bank shall maintain a ratio of Tier 1 Capital to risk-weighted assets
      of not less than six percent (6%), calculated as at the last day of each fiscal
      quarter of such Subsidiary Bank.

     

    (d)  Risk-Based
      Capital Ratio.  The Borrower shall maintain a ratio of Total
      Capital to risk-weighted assets of not less than ten percent (10%), calculated
      as at the last day of each fiscal quarter of the Borrower.  Each
      Subsidiary Bank shall maintain a ratio of Total Capital to risk-weighted assets
      of not less than ten percent (10%), calculated as at the last day of each fiscal
      quarter of such Subsidiary Bank.

     

    (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.

     

    (f)  Return
      on Average Assets--DBT.  The consolidated net income of DBT shall
      be at least one percent (1.00%) of its average assets, calculated as at the
      last
      day of each fiscal quarter of DBT for the four fiscal quarter period ending
      on
      such date.

     

    (g)  Non-performing
      Assets.  All assets of all Subsidiary Banks and other Subsidiaries
      classified as “non-performing” (which shall include all loans in non-accrual
      status, more than ninety (90) days past due in principal or interest,
      restructured or renegotiated, or listed as “other restructured” or “other real
      estate owned”) on the Federal Deposit Insurance Corporation or other regulatory
      agency call report shall not exceed at any time three percent (3%) of all loans
      of the Borrower and its Subsidiaries on a consolidated basis.

     

    (h)  Loan
      Loss Reserves Ratio.  The Borrower and each Subsidiary Bank shall
      maintain at all times on a consolidated basis a ratio of loan loss reserves
      to
      non-performing loans (not including “other real estate owned”) of not less than
      one hundred percent (100%).

     

    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 Guarantor, under its 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) Indebtedness
      of
      any Subsidiary to the Borrower or any other Subsidiary; (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 $120,000,000 at any time outstanding; (vii) in
      the
      case of the Borrower, Indebtedness to the City of Dubuque, Iowa, in an amount
      not to exceed $300,000 to be used for the purpose of funding building
      improvements; (viii) in the case of the Borrower, Indebtedness in an aggregate
      amount not in excess of $4,000,000 under the Agreement to Organize and
      Stockholder Agreement dated February 1, 2003 and the Supplemental Initial
      Investor Agreement dated February 1, 2003; (ix) in the case of the
      Borrower, Indebtedness in an aggregate amount not in excess of $3,500,000 under
      the Agreement to Organize and Stockholder Agreement dated April 1, 2006;
      and (x) additional Indebtedness not to exceed $1,000,000 at any time
      outstanding.

     

    (b)  Liens.  Not
      create, suffer or permit to exist any Lien upon any of their assets now or
      hereafter owned or acquired (specifically including but not limited to the
      capital stock of any of the Subsidiary Banks), except:  (i) Liens
      existing on the date of this Agreement and disclosed on Schedule 7.5(b);
      (ii) Liens securing deposits of public funds, repurchase agreements, Federal
      funds purchased, trust assets, advances or loans from a Federal Home Loan Bank,
      discount window borrowings from a Federal Reserve Bank and other similar Liens
      granted in the ordinary course of banking business; (iii) Liens of landlords,
      contractors, laborers or suppliers, tax liens, or liens securing performance
      or
      appeal bonds, or other similar liens or charges arising out of the Borrower’s or
      any Subsidiary’s business, provided that tax liens are removed before
      related taxes become delinquent and other liens are promptly removed, in either
      case unless contested in good faith and by appropriate proceedings, and as
      to
      which adequate reserves shall have been established and no foreclosure, sale
      or
      similar proceedings have commenced; (iv) Liens on the assets of any Subsidiary
      (other than CFC) arising in the ordinary course of the business of such
      Subsidiary; and (v) Liens in favor of the Agent for the benefit of the Banks
      granted after the date hereof.

     

    (c)  Taxes.  Pay
      and discharge all taxes, assessments and governmental charges or levies imposed
      upon them, upon their income or profits or upon any properties belonging to
      them, prior to the date on which penalties attach thereto, and all lawful claims
      for labor, materials and supplies when due, except that no such tax, assessment,
      charge, levy or claim need be paid which is being contested in good faith by
      appropriate proceedings as to which adequate reserves shall have been
      established in accordance with GAAP, and no foreclosure, sale or similar
      proceedings have commenced.

     

    (d)  Guaranties.  Not
      assume, guarantee, endorse or otherwise become or be responsible in any manner
      (whether by agreement to purchase any obligations, stock, assets, goods or
      services, or to supply or loan or any portion thereof any funds, assets, goods
      or services, or otherwise) with respect to the obligation of any other Person
      or
      entity, except: (i) by the endorsement of negotiable instruments for deposit
      or
      collection in the ordinary course of business, issuance of letters of credit
      or
      similar instruments or documents in the ordinary course of business; (ii) as
      otherwise permitted by this Agreement; and (iii) DBT may issue a letter of
      credit for the benefit of the City of Dubuque for the account of the Borrower
      in
      an aggregate amount to be drawn not exceeding $500,000, which letter of credit
      will secure the Borrower’s obligations to the City of Dubuque under the CDBG
      Economic Development Loan Program (as described on Schedule
      7.5(a)).

     

    7.6.  Investments
      and Loans.  Neither the Borrower nor any Subsidiary shall make any
      loan, advance, extension of credit or capital contribution to, or purchase
      or
      otherwise acquire for a consideration, evidences of Indebtedness, capital stock
      or other securities of any Person, except that the Borrower and any Subsidiary
      may:

     

    (a)  purchase
      or otherwise acquire and own short-term money market items (specifically
      including but not limited to preferred stock mutual funds);

     

    (b)  invest,
      by way of purchase of securities or capital contributions, in the Subsidiary
      Banks or any other bank or banks, and upon the Borrower’s purchase or other
      acquisition of fifty percent (50%) or more of the stock of any bank, such bank
      shall thereupon become a “Subsidiary Bank” for all purposes under this
      Agreement;

     

    (c)  invest,
      by way of loan, advance, extension of credit (whether in the form of lease,
      conditional sales agreement, or otherwise), purchase of securities, capital
      contributions, or otherwise, in Subsidiaries other than banks or Subsidiary
      Banks, except that in no event shall the Borrower’s aggregate equity investment
      in CFC exceed 10% of its Tangible Net Worth;

     

    (d)  invest,
      by way of purchase of securities or capital contributions, in other Persons
      so
      long as before and giving effect thereto no Default shall have occurred and
      be
      continuing and the investment is in compliance with the Bank Holding Company
      Act
      of 1956, as amended, and the existing regulations of the Board of Governors
      of
      the Federal Reserve System relating to bank holding companies;

     

    (e)  make
      any
      investment permitted by applicable governmental laws and
      regulations;

     

    (f)  with
      respect to DBT, issue a letter of credit for the benefit of the city of Dubuque
      for the purposes permitted in Section 7.5(d) hereof; and

     

    (g)  in
      the
      case of any Trust Issuer, purchase any Trust Indebtedness and, in the case
      of
      the Borrower, purchase any common securities of any Trust Issuer and issue
      any
      Trust Guarantees (in each case, in accordance with the other applicable
      provisions of this Agreement).

     

    Nothing
      in this Section 7.6 shall prohibit the Borrower or any Subsidiary Bank
      from making loans, advances, or other extensions of credit in the ordinary
      course of banking upon substantially the same terms as heretofore extended
      by
      them in such business or upon such terms as may at the time be customary in
      the
      banking business.

     

    7.7.  Capital
      Structure and Dividends.  Neither the Borrower nor any Subsidiary
      shall purchase or redeem, or obligate itself to purchase or redeem, any shares
      of its capital stock, of any class, issued and outstanding from time to time
      if
      at the time of such purchase or redemption a Default has occurred and is
      continuing or would result therefrom.  Neither the Borrower nor any
      Subsidiary shall declare or pay any dividend (other than dividends payable
      in
      its own common stock or dividends paid to the Borrower) or make any other
      distribution in respect of such shares or interest other than to the Borrower,
      except that (i) the Borrower may declare or pay cash dividends to holders of
      the
      stock of the Borrower in any fiscal year in an amount not to exceed 50% of
      the
      Borrower’s consolidated net income for the immediately preceding fiscal year;
      (ii) Arizona Bank & Trust may pay the same dividend per share that it pays
      the Borrower to its minority shareholders; and (iii) a Trust Issuer may pay
      distributions on its Trust Preferred Securities and dividends on its common
      securities in accordance with their terms; provided, that with respect to
      all of the foregoing, no Default exists as of the date of such declaration
      or
      payment of such dividends or distributions or would result
      therefrom.  Except as expressly provided herein, the Borrower shall
      continue to own, directly or indirectly, the same (or greater) percentage of
      the
      stock and partnership, joint venture, or other equity interest in each
      Subsidiary that it held on the date of this Agreement, and no Subsidiary shall
      issue any additional stock or partnership, joint venture or other equity
      interests, options or warrants in respect thereof, or securities convertible
      into such securities or interests, other than to the Borrower.

     

    7.8.  Maintenance
      Of Properties.  The Borrower and each Subsidiary shall maintain,
      or cause to be maintained, in good repair, working order and condition, all
      their properties (whether owned or held under lease), and from time to time
      make
      or cause to be made all needed and appropriate repairs, renewals, replacements,
      additions, and improvements thereto, so that the business carried on in
      connection therewith may be properly and advantageously conducted at all
      times.

     

    7.9.  Insurance.  The
      Borrower and each Subsidiary shall maintain insurance in responsible companies
      in such amounts and against such risks as is required by law and such other
      insurance, in such amount and against such hazards and liabilities, as is
      customarily maintained by bank holding companies and banks similarly
      situated.  Each Subsidiary Bank shall have deposits insured by the
      FDIC.

     

    7.10.  Use
      of
      Proceeds.

     

    (a)  General.  The
      proceeds of the Loans shall be used by the Borrower to pay off existing
      Indebtedness on the date of this Agreement to Northern Trust and Harris Trust
      and Savings Bank, for general corporate purposes and to provide funding for
      its
      Subsidiaries.  Neither the Borrower nor any Subsidiary shall use or
      permit any proceeds of the Loans to be used, either directly or indirectly,
      for
      the purpose, whether immediate, incidental or ultimate, of “purchasing or
      carrying any margin stock” within the meaning of Regulations U or X of the Board
      of Governors of the Federal Reserve System, as amended from time to
      time.  If requested by the Agent or any Bank, the Borrower and each
      Subsidiary will furnish to the Agent or such Bank a statement in conformity
      with
      the requirements of Federal Reserve Form U-1.  No part of the proceeds
      of the Loans will be used for any purpose which violates or is inconsistent
      with
      the provisions of Regulation U or X of the Board of Governors.

     

    (b)  Tender
      Offers and Going Private.  Neither the Borrower nor any Subsidiary
      shall use (or permit to be used) any proceeds of the Loans to acquire any
      security in any transaction which is subject to Section 13 or 14 of the
      Securities Exchange Act of 1934, as amended, or any regulations or rulings
      thereunder.

     

    7.11. 
Well
      Capitalized.  Each Subsidiary Bank shall at all times be at least
“well capitalized” as defined in the Federal Deposit Insurance Corporation
      Improvement Act of 1991 and any regulations issued thereunder, as such statute
      or regulation may be amended or supplemented from time to time.

     

    7.12.  Compliance
      with Law.  The Borrower and each Subsidiary shall be in compliance
      with all laws and regulations (whether federal, state or local and whether
      statutory, administrative, judicial or otherwise) and with every lawful
      governmental order or similar actions (whether administrative or judicial),
      specifically including but not limited to all requirements of the Bank Holding
      Company Act of 1956, as amended, and with the existing regulations of the Board
      of Governors of the Federal Reserve System relating to bank holding companies,
      except where the failure to be in such compliance would not have a material
      adverse impact on the consolidated assets, condition or prospects of the
      Borrower .

     

    7.13.  Obligations
      Pertaining to Trust Preferred Securities and Trust
      Indebtedness.  The Borrower shall not, and shall not permit any
      Trust Issuer to, purchase, accelerate the maturity date of, prepay or redeem
      any
      Trust Preferred Securities or any Trust Indebtedness, except that, the Borrower
      may prepay Trust Indebtedness and a Trust Issuer may redeem the related Trust
      Preferred Securities in accordance with their terms; provided, that no
      Default exists as of the date of such prepayment or redemption or would result
      therefrom.  The Borrower shall continue to own all of the common
      securities of a Trust Issuer while the related Trust Preferred Securities,
      Trust
      Guarantee and Trust Indebtedness are outstanding.  A Trust Issuer may
      redeem its common securities after or concurrent with the payment in full of
      its
      Trust Preferred Securities and the related Trust Indebtedness and Trust
      Guarantee.

     

    SECTION
      8.  EVENTS
      OF
      DEFAULT

     

    8.1.  Events
      of Default.  One or more of the following events shall constitute
      an event of default hereunder and under the Notes (each, an “Event of
      Default”):

     

    (a)  failure
      to pay, when and as due, any principal, interest or other amounts payable
      hereunder or under any Note or the letter agreement referred to in Section
      2.2 hereof;

     

    (b)  any
      default, event of default, or similar event shall occur or continue under any
      other instrument, document, note, agreement, or guaranty delivered to the Agent
      or any Bank in connection with this Agreement (including, without limitation,
      under any other Loan Document), or any such instrument, document, note,
      agreement, or guaranty shall not be, or shall cease to be, enforceable in
      accordance with its terms; or

     

    (c)  there
      shall occur any default or event of default, or any event or condition that
      might become such with notice or the passage of time or both, or any similar
      event, or any event that requires the prepayment of Indebtedness or the
      acceleration of the maturity thereof, under the terms of any evidence of
      Indebtedness or other agreement issued or assumed or entered into by the
      Borrower, any Subsidiary or any Guarantor, or under the terms of any indenture,
      agreement, or instrument under which any such evidence of Indebtedness or other
      agreement is issued, assumed, secured, or guaranteed, and such event shall
      continue beyond any applicable period of grace; or

     

    (d)  any
      representation, warranty, schedule, certificate, financial statement, report,
      notice, or other writing furnished by or on behalf of the Borrower, any
      Subsidiary or any Guarantor to the Agent or any Bank is false or misleading
      in
      any material respect on the date as of which the facts therein set forth are
      stated or certified; or

     

    (e)  any
      guaranty of or pledge of collateral security for the Loans shall be repudiated
      or become unenforceable or incapable of performance; or

     

    (f)  the
      Borrower or any Subsidiary shall fail to comply with Section 7.1 or
7.4 hereof; or failure to comply with or perform any agreement
      or
      covenant of the Borrower or any Subsidiary contained herein, which failure
      does
      not otherwise constitute an Event of Default, and such failure shall continue
      unremedied for ten (10) days after notice thereof to the Borrower by the Agent
      or any Bank; or

     

    (g)  any
      Guarantor shall dissolve, liquidate, merge, consolidate, or cease to be in
      existence for any reason except as permitted under Section 7.1 hereof;
      or

     

    (h)  a
      Change
      in Control shall have occurred with respect to the Borrower or any Guarantor;
      or

     

    (i)  any
      proceeding (judicial or administrative) shall be commenced against the Borrower,
      any Subsidiary or any Guarantor, or with respect to any assets of the Borrower,
      any Subsidiary or any Guarantor which shall threaten to have a material and
      adverse effect on the assets, condition or prospects of the Borrower, any
      Subsidiary or any Guarantor; or final judgment(s) and/or settlement(s) in an
      aggregate amount in excess of FIVE MILLION UNITED STATES DOLLARS ($5,000,000)
      in
      excess of insurance for which the insurer has confirmed coverage in writing,
      a
      copy of which writing has been furnished to Bank, shall be entered or agreed
      to
      in any suit or action commenced against the Borrower, any Subsidiary or any
      Guarantor; or

     

    (j)  the
      Borrower, any Subsidiary or any Guarantor shall grant or any Person (other
      than
      the Agent for the benefit of the Banks) shall obtain a security interest in
      any
      assets of the Borrower, any Subsidiary or any Guarantor other than as permitted
      under Section 7.5(b) hereof; the Borrower, any Subsidiary or any
      Guarantor or any other person shall perfect (or attempt to perfect) such a
      security interest; or any notice of a federal tax lien against the Borrower,
      any
      Subsidiary or any Guarantor shall be filed with any public recorder;
      or

     

    (k)  the
      FDIC
      or other regulatory entity shall issue or agree to enter into a letter
      agreement, memorandum of understanding, or a cease and desist order with or
      against the Borrower or any Subsidiary; or the FDIC or other regulatory entity
      shall issue or enter into an agreement, order, or take any similar action with
      or against the Borrower or any Subsidiary materially adverse to the business
      or
      operation of the Borrower or any Subsidiary; or

     

    (l)  an
      event
      or condition specified in Section 6.12(b) shall occur or exist with
      respect to any Plan or Multiemployer Plan, and if as a result of such event
      or
      condition, together with all other such events or conditions, the Borrower
      or
      any ERISA Affiliate shall incur, or, in the opinion of the Majority Banks,
      shall
      be reasonably likely to incur, a liability to a Plan, a Multiemployer Plan
      or
      the PBGC (or any combination of the foregoing) which is, in the determination
      of
      the Majority Banks, material in relation to the consolidated financial
      condition, business, operations or prospects taken as a whole of the Borrower
      and its Subsidiaries; or

     

    (m)  any
      bankruptcy, insolvency, reorganization, arrangement, readjustment, liquidation,
      dissolution, or similar proceeding, domestic or foreign, is instituted by or
      against the Borrower, any Subsidiary or any Guarantor; or the Borrower, any
      Subsidiary or any Guarantor shall take any steps toward, or to authorize, such
      a
      proceeding; or

     

    (n)  the
      Borrower, any Subsidiary or any Guarantor shall become insolvent, generally
      shall fail or be unable to pay its debts as they mature, shall admit in writing
      its inability to pay its debts as they mature, shall make a general assignment
      for the benefit of its creditors, shall enter into any composition or similar
      agreement, or shall suspend the transaction of all or a substantial portion
      of
      its usual business.

     

    8.2.  Remedies.  Upon
      the occurrence of any Event of Default set forth in subsections (a)
      through (l) of Section 8.1 and during the continuance thereof the
      Agent, on request of the Majority Banks, shall declare the Commitments to be
      terminated and/or declare the Loans and any other amounts payable hereunder
      and
      under the Notes to the Agent and the Banks to be immediately due and payable,
      whereupon the Commitments shall be forthwith terminated and/or the Loans and
      any
      other amounts payable hereunder and under the Notes shall forthwith become
      due
      and payable. Upon the occurrence of any Event of Default set forth in
subsections (m) through (n) of Section 8.1, the Commitments
      shall be immediately and automatically terminated and the Loans and any other
      amounts owed to the Agent and the Banks hereunder and under the Notes shall
      be
      immediately and automatically due and payable without action of any kind on
      the
      part of Agent or any Bank. The Borrower expressly waives diligence, presentment,
      demand, notice, or protest of any kind in connection herewith.

     

    SECTION
      9.  DEFINITIONS
      AND ACCOUNTING

     

    9.1.  Defined
      Terms.  As used herein, the following terms shall have the
      following meanings (terms defined in this Section 9.1 or in other
      provisions of this Agreement in the singular to have correlative meanings when
      used in the plural and vice versa):

     

    “Agreement”
      means this Amended and Restated Credit Agreement, as amended, modified, or
      supplemented from time to time.

     

    “Applicable
      Lending Office” shall mean, for each Bank and for each type of Loan, the
      lending office of such Bank designated for such type of Loan on Schedule
      1 hereto or such other office of such Bank as such Bank may from time to
      time specify to the Agent and the Borrower as the office by which its Loans
      of
      such type are to be made and maintained.

     

    “Authorized
      Officer” shall mean, with respect to the giving of a notice of borrowing
      pursuant to Section 1.2, each of the Persons named on Schedule 2
      and any other Person identified in a notice from a Person who is then an
      Authorized Officer to the Agent as being an “Authorized Officer.” Any
“Authorized Officer” shall cease to be such at any time that a Person who is an
      Authorized Officer shall provide notice to the Agent that the named Authorized
      Officer has ceased to be an Authorized Officer; provided, that the Agent
      shall be fully protected in accepting and acting on borrowing notices or other
      notices from any Person who is an Authorized Officer prior to actual receipt
      of
      notice of such cessation and such notices shall bind the Borrower.

     

    “Business
      Day” shall mean any day on which commercial banks are not authorized or
      required by law to close in Chicago, Illinois, and, if such day relates to
      a
      Conversion, notice, payment, or other transaction in respect of a Eurodollar
      Loan or the first or last day of an Interest Period, a day which is also a
      day
      on which dealings in Dollar deposits are carried out in the London interbank
      market.

     

    “Capital
      Lease Obligations” shall mean, as to any Person, the obligations of such
      Person which are required to be accounted for as capital leases on a balance
      sheet of such Person under GAAP and, for purposes of this Agreement, the amount
      of such obligations shall be the capitalized amount thereof determined in
      accordance with GAAP.

     

    “CFC”
      shall mean Citizens Finance Co., an Iowa corporation and any successor
      thereof.

     

    “Change
      in Control” shall mean, with respect to any Person, the acquisition by any
      Person or two or more Persons acting in concert of beneficial ownership (within
      the meaning of Rule 13d-3 of the Securities and Exchange Commission under the
      Securities Exchange Act of 1934 as amended) of 20% or more of the voting stock
      of such Person.

     

    “Code”
      shall mean the Internal Revenue Code of 1986 as amended from time to
      time.

     

    “Commitment”
      shall mean, as to each Bank, the obligation of such Bank to make Loans to the
      Borrower under this Agreement in an aggregate amount not at any time exceeding
      the amount set forth opposite the name of such Bank in the “Commitment” column
      in Schedule 1 or, where the context so requires, the amount of such
      obligation, as the same may be reduced from time to time pursuant to Section
      1.3 or increased pursuant to Section
      1.11.  “Total  Commitments” shall mean the
      aggregate amount of the Commitments of all the Banks.

     

    “Continue,”
      “Continuation,” and “Continued” shall refer to the continuation
      pursuant to Section 1.4 hereof of a Eurodollar Loan as a Eurodollar Loan
      from one Interest Period to the next Interest Period.

     

    “Convert,”
      “Conversion” and “Converted” shall refer to a conversion pursuant
      to Section 1.4 hereof of Loans of one type into Loans of another
      type.

     

    “Credit
      Extension” shall mean the making of any Loan.

     

    “DBT”
      shall mean Dubuque Bank & Trust, an Iowa state bank, and any successor
      thereof.

     

    “Default”
      shall mean an Event of Default or an event that with notice or lapse of time
      or
      both would become an Event of Default.

     

    “Dollars”
      and “$” shall mean lawful money of the United States of
      America.

     

    “Environmental
      Laws” shall mean all federal, state, and local laws, including statutes,
      regulations, ordinances, codes, rules, and other governmental restrictions
      and
      requirements, relating to the release or discharge of air pollutants, water
      pollutants, or process waste water or otherwise relating to the environment
      or
      hazardous substances or the treatment, processing, storage, disposal, release,
      transport, or other handling thereof, including, but not limited to, the federal
      Solid Waste Disposal Act, the federal Clean Air Act, the federal Clean Water
      Act, the federal Resource Conservation and Recovery Act, the federal Hazardous
      Materials Transportation Act, the federal Comprehensive Environmental Response,
      Compensation, and Liability Act of 1980, the federal Toxic Substances Control
      Act, regulations of the Nuclear Regulatory Agency, and regulations of any state
      department of natural resources or state environmental protection agency, in
      each case as now or at any time hereafter in effect.

     

    “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as amended
      from
      time to time.

     

    “ERISA
      Affiliate” shall mean any corporation or trade or business that is a member
      of the same controlled group of corporations (within the meaning of Section
      414(b) of the Code) as the Borrower or is under common control (within the
      meaning of Section 414(c) of the Code) with the Borrower.

     

    “Eurodollar
      Loans” shall mean Loans the interest rates on which are determined on the
      basis of rates referred to in the definition of “LIBOR Rate.”

     

    “Event
      of Default” shall have the meaning attributed thereto in Section 8
      hereof.

     

    “Existing
      Credit Agreement” has the meaning specified in the
Recitals.

     

    “FDIC”
      shall mean the Federal Deposit Insurance Corporation and any successor
      thereof.

     

    “Fed
      Funds Rate Loans” shall mean Loans the interest rates on which are
      determined on the basis of rates referred to in the definition of “Fed Funds
      Rate.”

     

    “Fed
      Funds Rate” shall mean the weighted average of the rates on overnight
      federal funds transactions with members of the Federal Reserve System arranged
      by federal funds brokers.  The Fed Funds Rate shall be determined by
      the Agent on the basis of reports by federal funds brokers to, and published
      daily by, the Federal Reserve Bank of New York in the Composite Closing
      Quotations for U.S. Government Securities.  If such publication is
      unavailable or the Fed Funds Rate is not set forth therein, the Fed Funds Rate
      shall be determined on the basis of any other source reasonably selected by
      the
      Agent.  The Fed Funds Rate applicable each day shall be the Fed Funds
      Rate reported as applicable to federal funds transactions on that
      date.  In the case of Saturday, Sunday, or legal holiday, the Fed
      Funds Rate shall be the rate applicable to federal funds transactions on the
      immediately preceding day for which the Fed Funds Rate is reported.

     

    “GAAP”
      shall mean generally accepted accounting principles as in effect from time
      to
      time.

     

    “Guarantee”
      shall mean (a) a guarantee, an endorsement, a contingent agreement to purchase
      or to furnish funds for the payment or maintenance of, or otherwise to be or
      become contingently liable under or with respect to, the Indebtedness, other
      obligations, net worth, working capital, or earnings of any Person, (b) a
      guarantee of the payment of dividends or other distributions upon the stock
      or
      other equity interests of any Person, or (c) an agreement to purchase, sell,
      or
      lease (as lessee or lessor) property or services primarily for the purpose
      of
      enabling a debtor to make payment of such debtor’s obligations or to assure a
      creditor against loss, including causing a bank or other financial institution
      to issue a letter of credit or other similar instrument for the benefit of
      another Person, but excluding endorsements for collection or deposit in the
      ordinary course of business.  The terms “Guarantee” and
“Guaranteed” shall have correlative meanings.

     

    “Guarantor”
      shall mean CFC.

     

    “Guaranty
      Agreement” means a guaranty agreement in the form of Exhibit D
      attached hereto, to be executed by each Guarantor.

     

    “Indebtedness”
      shall mean, as to any Person: (a) obligations created, issued, or incurred
      by
      such Person in respect of deposits taken or for borrowed money (whether by
      loan
      or by the issuance and sale of certificates of deposit or debt securities or
      the
      sale of property to another Person subject to an understanding, contingent
      or
      otherwise, to repurchase such property from such Person); (b) obligations of
      such Person to pay the deferred purchase or acquisition price of property or
      services, other than trade accounts payable (other than for borrowed money)
      arising in the ordinary course of business; (c) obligations of others secured
      by
      a Lien on the property of such Person, whether or not the respective obligations
      so secured have been assumed by such Person; (d) obligations of such Person
      in
      respect of letters of credit or similar instruments issued or accepted by banks
      and other financial institutions for the account of such Person; (e) Capital
      Lease Obligations of such Person; and (f) Indebtedness of others Guaranteed
      by
      such Person.

     

    “Interest
      Period” shall mean, with respect to any Eurodollar Loan, each period
      commencing on the date such Eurodollar Loan is made or Converted from a Prime
      Rate Loan or a Fed Funds Rate Loan or the last day of the next preceding
      Interest Period for such Eurodollar Loan and ending on the numerically
      corresponding day in the first, second, or third calendar month thereafter,
      as
      the Borrower may select, except that each Interest Period which commences on
      the
      last Business Day of a calendar month (or on any day for which there is no
      numerically corresponding day in the appropriate subsequent calendar month)
      shall end on the last Business Day of the appropriate subsequent calendar month;
      provided, that each Interest Period which would otherwise end on a day
      which is not a Business Day shall end on the next succeeding Business Day or,
      if
      such next succeeding Business Day falls in the next succeeding calendar month,
      on the next preceding Business Day.

     

    “Investment”
      in any Person shall mean: (a) the acquisition of capital stock, bonds, notes,
      debentures, partnership, or other ownership interests, other securities, or
      Indebtedness of such Person; (b) any deposit with, or loan or other extension
      of
      credit to, such Person; (c) any Guarantee of Indebtedness or other liabilities
      of such Person; and (d) any amount committed to be lent to such
      Person.

     

    “LIBOR
      Base Rate” shall mean, with respect to any Eurodollar Loans to be made or
      Converted from a Prime Rate Loan or a Fed Funds Rate Loan on any day for any
      Interest Period therefor, the rate per annum (rounded upwards, if necessary,
      to
      the nearest 1/16 of 1%) quoted by the Reference Bank at approximately 11:00
      a.m.
      London time on the date two Business Days prior to the first day of such
      Interest Period for the offering by the Reference Bank to leading banks in
      the
      London interbank market of Dollar deposits having a term comparable to such
      Interest Period and in an amount comparable to the principal amount of the
      Eurodollar Loans to be made or Converted on such day for such Interest
      Period.  If the Reference Bank does not timely furnish such
      information for determination of any LIBOR Base Rate, the “LIBOR Base Rate”
shall mean with respect to any Eurodollar Loans for any Interest Period
      therefor, the rate per annum (rounded upwards, if necessary, to the nearest
      1/16
      of 1%) which is the British Bankers Association’s interest settlement rate
      published on the Dow Jones Telerate Screen at approximately 11:00 a.m. London
      time on the date two Business Days prior to the first day of such Interest
      Period as the rate in the London interbank market for Dollar deposits having
      a
      term comparable to such Interest Period and in an amount comparable to the
      principal amount of the Eurodollar Loans to be outstanding for such Interest
      Period.

     

    “LIBOR
      Rate” shall mean, for any Eurodollar Loan for any Interest Period therefor,
      a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
      determined by the Agent to be equal to (x) the LIBOR Base Rate for such Loan
      for
      such Interest Period divided by (y) the remainder of 1 minus the Reserve
      Requirement for such Loan for such Interest Period.

     

    “Lien”
      shall mean, with respect to any property of any Person, any mortgage, lien,
      pledge, charge, security interest, or encumbrance of any kind in respect
      thereof, including the interest of a vendor or lessor under any conditional
      sale, security lease, or other title retention agreement with respect to any
      property purchased, leased, or otherwise held by such Person.

     

    “Loan”
      shall mean each portion of any Revolving Credit Loan made by a Bank pursuant
      to
Section 1.2 that is subject to a particular interest rate election (and,
      in the case of Eurodollar Loans, a particular Interest Period) and any portion
      of any thereof that the Borrower has elected to be subject to a particular
      interest rate election (and, in the case of Eurodollar Loans, a particular
      Interest Period) under Section 1.4.

     

    “Loan
      Documents” shall mean collectively this Agreement, the Notes, the Guaranty
      Agreements, the letter agreement referred to in Section 2.2 of this
      Agreement and any and all other documents delivered in connection herewith
      and
      therewith.

     

    “Majority
      Banks” shall mean at any time Banks holding at least 51% of the unpaid
      principal amount of the Loans; provided, that if no Loan is then
      outstanding, “Majority Banks” shall mean Banks having at least 51% of the Total
      Commitments.

     

    “Margin
      Stock” shall mean margin stock within the meaning of Regulations U and
      X.

     

    “Multiemployer
      Plan” shall mean a multiemployer plan defined as such in Section 3(37) of
      ERISA to which contributions have been made by the Borrower or any ERISA
      Affiliate and which is covered by Title IV of ERISA.

     

    “non-performing
      loans” shall have the meaning attributed thereto in Section
      7.4(g).

     

    “Northern
      Trust” shall mean The Northern Trust Company, an Illinois state
      bank.

     

    “Notes”
      shall mean the promissory notes provided for by Section 1.8
      hereof.

     

    “PBGC”
      shall mean the Pension Benefit Guaranty Corporation or any entity succeeding
      to
      any or all of its functions under ERISA.

     

    “Percentage”
      shall mean, as to any Bank at any time, the percentage equivalent (expressed
      as
      a decimal, rounded to the ninth decimal place) at such time of such Bank’s
      Commitment divided by the Total Commitments.

     

    “Pension
      Plan” means any Plan which is a “defined benefit plan” within the meaning of
      Section 3(35) of ERISA.

     

    “Person”
      shall mean any individual, corporation, company, limited liability company,
      voluntary association, partnership, trust, estate, unincorporated organization,
      or government (or any agency, instrumentality, or political subdivision
      thereof).

     

    “Plan”
      shall mean an “employee pension benefit plan” within the meaning of Section 3(2)
      of ERISA other than a Multiemployer Plan.

     

    “Post-Default
      Rate” shall mean a rate per annum equal to 2% above the Prime Rate as in
      effect from time to time.

     

    “Prime
      Rate” shall mean on any day the prime rate established by Northern Trust and
      in effect on such day.  Each change in the Prime Rate shall be
      effective from the date of the announcement by Northern Trust of a change in
      its
      prime rate.  Neither the Prime Rate nor the prime rate of Northern
      Trust is intended to constitute the lowest rate of interest charged by Northern
      Trust or any Bank.

     

    “Prime
      Rate Loans” shall mean Loans the interest rates on which are determined on
      the basis of the Prime Rate.

     

    “Regulations
      D, U, and X” shall mean, respectively, Regulations D, U, and X of the Board
      of Governors of the Federal Reserve System (or any successor), as the same
      may
      be amended or supplemented from time to time.

     

    “Reference
      Bank” shall mean Northern Trust.

     

    “Regulatory
      Change” shall mean any change after the date of this Agreement in federal,
      state, or foreign law or regulations (including, without limitation, Regulation
      D) or the adoption, modification, or making after such date of any
      interpretation, guideline, directive, or request applying to a Bank (whether
      or
      not having the force of law) by any court or governmental, regulatory, or
      monetary authority.

     

    “Reserve
      Requirement” shall mean, (a) for any Interest Period for any Eurodollar
      Loan, the sum (expressed as a decimal) of the average maximum rate at which
      reserves (including any marginal, supplemental, or emergency reserves) are
      required to be maintained during such Interest Period under Regulation D by
      member banks of the Federal Reserve System against “Eurocurrency liabilities”
and (b) for any Fed Funds Rate Loan or Eurodollar Loan, any other reserves
      required to be maintained by such member banks by reason of any Regulatory
      Change against (i) any category of liabilities that includes deposits by
      reference to which the Fed Funds Rate or the LIBOR Base Rate is to be determined
      or (ii) any category of extensions of credit or other assets that includes
      a Fed
      Funds Rate Loan or a Eurodollar Loan.

     

    “Revolving
      Credit Commitment Termination Date” shall mean April 28, 2008, as such date
      may be extended pursuant to Section 1.10.

     

    “Revolving
      Credit Loan” shall mean Loans .made on or before the Revolving Credit
      Commitment Termination Date pursuant to Section 1.2.

     

    “Subsidiary”
      shall mean any corporation, partnership, joint venture, trust, or other legal
      entity of which the Borrower owns directly or indirectly fifty percent (50%)
      or
      more of the outstanding voting stock or interest, or of which the Borrower
      has
      effective control, by contract or otherwise.  The term Subsidiary
      includes each Subsidiary Bank unless stated otherwise explicitly.

     

    “Subsidiary
      Bank” shall mean each Subsidiary which is a bank or a thrift institution,
      including, without limitation, DBT, Galena State Bank and Trust Company, First
      Community Bank, Riverside Community Bank, Wisconsin Community Bank, Arizona
      Bank
& Trust and New Mexico Bank & Trust.

     

    “Tangible
      Net Worth” shall mean at any date the total shareholders’ equity in the
      Borrower at such date (including all classes of capital stock, capital surplus,
      additional paid-in capital, retained earnings, contingencies, and capital
      reserves), minus the cost of common stock reacquired by the Borrower and
      other capital accounts of the Borrower at such date, minus goodwill,
      patents, trademarks, service marks, trade names, copyrights, and all intangible
      assets (including without limitation “core-deposit intangibles” and
      unidentifiable intangibles resulting from acquisitions) and all items that
      are
      treated as intangible assets under GAAP or that otherwise fit within the
      definition of “intangible assets” in the instructions for the call report of the
      FDIC.

     

    “Tier
      1 Capital” means, at any time, for any Person, Tier 1 Capital, as defined
      from time to time by the Board of Governors of the Federal Reserve System or
      other applicable governmental authority.

     

    “Total
      Credits” shall mean at any time the sum of the aggregate outstanding
      principal amount of Loans.

     

    “Trust
      Guarantee” shall mean any guarantee of the Borrower of the Trust Preferred
      Securities, which guarantee is subordinate and junior in right of payment to
      the
      prior payment of the obligations of the Borrower hereunder and under the Notes
      on terms satisfactory to the Agent.

     

    “Trust
      Indebtedness” shall mean Indebtedness of the Borrower payable to the Trust
      Issuer or its transferees incurred as a result of the Trust Issuer’s investment
      into the Borrower of proceeds derived from the issuance of the Trust Preferred
      Securities (a) which is due not earlier than the date thirty (30) years after
      its issuance, (b) which may not be redeemed earlier than five (5) years after
      issuance except upon certain tax, capital treatment or investment company events
      as may be provided in the indenture governing such Trust Indebtedness and (c)
      the payment of which is subordinate and junior in right of payment to the prior
      payment of the obligations of the Borrower hereunder and under the Notes on
      terms satisfactory to the Agent.

     

    “Trust
      Issuer” shall mean a Subsidiary in which the Borrower owns 100% of the
      common stock and which qualifies as a Delaware or Connecticut statutory business
      trust.

     

    “Trust
      Preferred Securities” shall mean preferred securities (or other type of
      similar securities representing undivided beneficial interests in the assets
      of
      the Trust Issuer) issued in a private placement transaction by the Trust Issuer,
      (a) the proceeds of which are used to purchase an equivalent principal amount
      of
      Trust Indebtedness issued by the Borrower, (b) which are subject to mandatory
      redemption not earlier than the date 30 years after issuance, (c) which may
      not
      be optionally redeemed earlier than 5 years after issuance except upon certain
      tax, capital treatment or investment company events as may be provided in the
      trust agreement governing such Trust Preferred Securities and (d) which
      qualifies as Tier 1 Capital of the Borrower under applicable regulations of
      the
      Board of Governors of the Federal Reserve System.

     

    “type”
      means a type of Loan, i.e. either a Eurodollar Loan, a Federal Funds Rate Loan
      or a Prime Rate Loan.

     

    9.2.  Accounting.  Unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted, all determinations with respect to accounting matters hereunder
      shall be made, and all financial statements and certificates and reports as
      to
      financial matters required to be furnished to the Agent or the Banks hereunder
      shall be prepared in accordance with GAAP applied on a basis consistent with
      the
      audited consolidated financial statements of the Borrower referred to in
Section 6.3(a) hereof (except for changes concurred with by the Majority
      Banks).

     

    SECTION
      10.  THE
      AGENT

     

    10.1.  Appointment,
      Powers and Immunities.  Each Bank hereby irrevocably appoints and
      authorizes the Agent to act as its agent hereunder, under the Notes and the
      other Loan Documents with such powers as are specifically delegated to the
      Agent
      by the terms of the Loan Documents, together with such other powers as are
      reasonably incidental thereto.  The Agent: (a) shall not have any
      duties or responsibilities except those expressly set forth in this Agreement,
      and shall not by reason of this Agreement be a trustee for any Bank; (b) shall
      not be responsible to the Banks for any recitals, statements, representations
      or
      warranties contained in this Agreement, the Notes or the other Loan Documents,
      or in any certificate or other documents referred to or provided for in, or
      received by any of them under, this Agreement, the Notes or the other Loan
      Documents, or for the value, validity, effectiveness, genuineness,
      enforceability or sufficiency of this Agreement, any Note or the other Loan
      Documents or any other document referred to or provided for herein or for any
      failure by the Borrower or any other Person to perform any of its obligations
      hereunder or thereunder; (c) shall not be required to initiate or conduct any
      litigation or collection proceedings hereunder; and (d) shall not be responsible
      for any action taken or omitted to be taken by it hereunder or under any other
      document or instrument referred to or provided for herein or in connection
      herewith, except for its own gross negligence or willful
      misconduct.  The Agent may employ agents and attorneys-in-fact and
      shall not be responsible for the negligence or misconduct of any such agents
      or
      attorneys-in-fact selected by it in good faith.  The Agent may deem
      and treat the payee of any Note as the holder thereof for all purposes hereof
      unless and until a written notice of the assignment or transfer thereof shall
      have been filed with the Agent.

     

    10.2.  Reliance
      by Agent.  The Agent shall be entitled to rely upon any
      certification, notice or other communication (including any thereof by telephone
      or telecopy) believed by it to he genuine and correct and to have been signed
      or
      sent by or on behalf of the proper Person or Persons, and upon advice and
      statements of legal counsel, independent accountants and other experts selected
      by the Agent.  As to any matters not expressly provided for by this
      Agreement, the Agent shall in all cases be fully protected in acting, or in
      refraining from acting, hereunder in accordance with instructions signed by
      the
      Majority Banks, and such instructions of the Majority Banks and any action
      taken
      or failure to act pursuant thereto shall be binding on all of the
      Banks.

     

    10.3.  Defaults.  The
      Agent shall not be deemed to have knowledge or notice of the occurrence of
      a
      Default unless the Agent has received notice from the Borrower specifying such
      Default and stating that such notice is a “Notice of Default.” In the event that
      the Agent receives such a notice of the occurrence of a Default, the Agent
      shall
      give prompt notice thereof to the Banks.  The Agent shall (subject to
Section 10.1 and Section 10.7 hereof) take such action with
      respect to such Default as shall be directed by the Majority Banks,
provided that, unless and until the Agent shall have received such
      directions, the Agent may (but shall not be obligated to) take such action,
      or
      refrain from taking such action, with respect to such Default as it shall deem
      advisable in the best interest of the Banks.

     

    10.4.  Rights
      as a Bank.  With respect to its Commitment and its Loans, Northern
      Trust in its capacity as a Bank hereunder shall have the same rights and powers
      hereunder as any other Bank and may exercise the same as though it were not
      acting as the Agent, and the term “Bank” or “Banks” shall, unless the context
      otherwise indicates, include Northern Trust in its individual
      capacity.  Northern Trust and its affiliates may (without having to
      account therefor to any Bank accept deposits from, lend money to and generally
      engage in any kind of banking, trust or other business with the Borrower (and
      any of its affiliates) as if it were not acting as the Agent, Northern Trust
      and
      its affiliates may accept fees (including the agency fee contemplated b
Section 2.2) and other consideration from the Borrower for services in
      connection with this Agreement or otherwise without having to account for the
      same to the Banks.

     

    10.5.  Indemnification.  The
      Banks agree to indemnify the Agent (to the extent not reimbursed under
Section 11.3 hereof, but without limiting the obligations of the Borrower
      under said Section 11.3), ratably in accordance with their respective
      Percentages, for any and all liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs, expenses or disbursements of any
      kind and nature whatsoever which may be imposed on, incurred by or asserted
      against the Agent in any way relating to or arising out of this Agreement,
      the
      Notes or the other Loan Documents or any other documents contemplated by or
      referred to herein or the transactions contemplated hereby (including, without
      limitation, the costs and expenses which the Borrower is obligated to pay under
      Section 11.3 hereof but excluding, unless a Default has occurred and is
      continuing, normal administrative costs and expenses incident to the performance
      of its agency duties hereunder) or the enforcement of any of the terms hereof
      or
      any such other documents, provided that no Bank shall be liable for any
      of the foregoing to the extent they arise from the gross negligence or willful
      misconduct of the Agent.

     

    10.6.  Non-Reliance
      on Agent and other Banks.  Each Bank agrees that it has,
      independently and without reliance on the Agent or any other Bank, and based
      on
      such documents and information as it has deemed appropriate, made its own credit
      analysis of the Borrower and its Subsidiaries and decision to enter into this
      Agreement and accept its Note and that it will, independently and without
      reliance upon the Agent or any other Bank, and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      analysis and decisions in taking or not taking action under this Agreement
      and
      its Note.  The Agent shall not be required to keep itself informed as
      to the performance or observance by the Borrower of this Agreement or any other
      document referred to or provided for herein or to inspect the properties or
      books of the Borrower or any of its Subsidiaries.  Except for notices,
      reports and other documents and information expressly required to be furnished
      to the Banks by the Agent hereunder, the Agent shall not have any duty or
      responsibility to provide any Bank with any credit or other information
      concerning the affairs, financial condition or business of the Borrower or
      any
      of its Subsidiaries (or any of their affiliates) which may come into the
      possession of the Agent or any of its affiliates.

     

    10.7.  Failure
      to Act.  Except for action expressly required of the Agent
      hereunder, the Agent shall in all cases be fully justified in failing or
      refusing to act hereunder unless it shall receive further assurances to its
      satisfaction from the Banks of their indemnification obligations under
Section 10.5 hereof against any and all liability and expense which may
      be incurred by it by reason of taking or continuing to take any such
      action.

     

    10.8.  Resignation
      of Agent.  Subject to the appointment and acceptance of a
      successor Agent as provided below, the Agent may resign at any time by giving
      forty-five (45) days’ notice thereof to the Agent, the Banks and the
      Borrower.  Upon any such resignation, the Majority Banks shall have
      the right to appoint a successor to the resigning Agent; provided, that
      such successor is satisfactory to the Agent in its discretion.  If no
      successor shall have been so appointed by the Majority Banks and shall have
      accepted such appointment within forty-five (45) days after the Agent’s giving
      of notice of resignation, then the resigning Agent may, on behalf of the Banks,
      appoint a successor Agent, which shall be a bank which has an office in Chicago,
      Illinois and which has capital, surplus and undivided profits of at least
      $250,000,000.  Upon the acceptance of any appointment as the Agent
      hereunder by a successor Agent, such successor Agent shall thereupon succeed
      to
      and become vested with all the rights, powers, privileges and duties of the
      resigning Agent, and the resigning Agent shall be discharged from its duties
      and
      obligations hereunder.  After the resigning Agent’s resignation
      hereunder, the provisions of this Section 10 shall continue in effect for
      its benefit in respect of any actions taken or omitted to be taken by it while
      it was acting as the Agent.

     

    SECTION
      11.  MISCELLANEOUS

     

    11.1.  Waiver.  No
      failure on the part of the Agent or any Bank to exercise, no delay in
      exercising, and no course of dealing with respect to, any right, power or
      privilege under this Agreement, any Note or any other Loan Document shall
      operate as a waiver thereof, nor shall any single or partial exercise thereof
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege.  The remedies provided herein are
      cumulative and not exclusive of any remedies provided by law.

     

    11.2.  Notices.  Except
      as otherwise provided in this Agreement, all notices and other communications
      provided for herein shall be given or made in writing and telecopied, mailed
      or
      delivered to the notice address of the intended recipient set forth on the
      signature pages hereof, or as to any party, at such other address as shall
      be
      designated by such party in a notice to each other party.  Except as
      otherwise provided in this Agreement, all such communications shall be deemed
      to
      have been duly given when properly transmitted by telecopier or personally
      delivered or, in the case of a mailed notice, upon receipt, in each case given
      or addressed as aforesaid.

     

    11.3.  Expenses,
      Etc.  The Borrower agrees to pay or reimburse each of the Banks
      and the Agent for: (a) all reasonable out-of-pocket costs and expenses of the
      Agent (including, without limitation, the reasonable fees and expenses of Mayer,
      Brown, Rowe & Maw LLP, special counsel to the Agent) in connection with (i)
      the negotiation, preparation, execution and delivery of this Agreement, the
      Notes and the other Loan Documents, and (ii) any amendment, modification or
      waiver of any of the terms of this Agreement, any of the Notes or the other
      Loan
      Documents; (b) all reasonable costs and expenses of the Banks and the Agent
      (including reasonable counsels’ fees (which counsel may be employees of the
      Agent or the Banks)) in connection with any Default and any enforcement or
      collection proceedings resulting therefrom; and (c) all transfer, stamp,
      documentary or other similar taxes, assessments or charges levied by any
      governmental or revenue authority in respect of this Agreement, the Notes or
      any
      other Loan Document or any other document referred to herein or
      therein.

     

    11.4.  Amendments,
      Etc.  Except as otherwise expressly provided in this Agreement,
      any provision of this Agreement may be waived, amended or modified only by
      an
      instrument in writing signed by the Borrower, the Agent and the Majority Banks;
      provided that no amendment, modification or waiver shall, unless by an
      instrument signed by the Agent and all of the Banks: (a) increase or extend
      the
      term of the Commitments, except as provided in Section 1.10, or extend
      the Revolving Credit Commitment Termination Date, (b) extend any date fixed
      for
      the payment of any principal of or interest on any Loan or any fee, (c) reduce
      the amount of any payment of principal thereof or the rate at which interest
      is
      payable thereon or any fee is payable hereunder, (d) alter the terms of this
      Section 11.4 or of Section 11.6(a), (e) amend the definition of
      the term “Majority Banks” or (f) waive any of the conditions precedent set forth
      in Section 5 hereof.

     

    11.5.  Successors
      and Assigns.  This Agreement shall be binding upon and inure to
      the benefit of the parties hereto and their respective successors and permitted
      assigns.

     

    11.6.  Assignments
      and Participations.

     

    (a)  The
      Borrower may not assign its rights or obligations hereunder or under the Notes
      without the prior consent of all of the Banks and the Agent.

     

    (b)  No
      Bank
      may assign any of its Loans, its Note or its Commitment without the prior
      consent of the Borrower and the Agent; provided, that (i) any such
      assignment shall be in the amount of $5,000,000 or an integral multiple of
      $1,000,000 in excess thereof; (ii) no Bank may assign in the aggregate more
      than
      49% of the greatest amount of its Commitment after the date hereof, (iii) the
      Bank making such assignment shall pay a processing fee to the Agent in the
      amount of $2,000, (iv) such assigning Bank shall also simultaneously assign
      to
      such assignee Bank the same proportion of each of its Loans then outstanding
      (together with the same proportion of its Note then outstanding) and (v) no
      consent of the Borrower shall be required in respect of any assignment (A)
      at
      any time that an Event of Default shall have occurred and be continuing or
      (B)
      to any Bank or affiliate of any Bank.  In addition, any Bank may at
      any time, without the consent of the Borrower or the Agent, assign all or any
      portion of its rights under this Agreement and its Note to a Federal Reserve
      Bank; provided, that no such assignment to a Federal Reserve Bank shall
      release the transferor Bank from its obligations hereunder.  Upon
      written notice to the Borrower and the Agent of an assignment permitted by
      the
      provisos of the preceding sentence (which notice shall identify the assignee
      Bank, the amount of the assigning Bank’s Commitment and Loans assigned in detail
      reasonably satisfactory to the Agent) and upon the effectiveness of any
      assignment consented to by the Borrower and the Agent, the assignee shall have,
      to the extent of such assignment (unless otherwise provided in such assignment
      with the consent of the Borrower and the Agent), the obligations, rights and
      benefits of a Bank hereunder holding the Commitment and Loans (or portions
      thereof) assigned to it (in addition to the Commitment and Loans, if any,
      theretofore held by such assignee) and the assigning Bank shall, to the extent
      of such assignment, be released from the Commitment (or portions thereof) so
      assigned.

     

    (c)  A
      Bank
      may sell or agree to sell to one or more other Persons a participation in all
      or
      any part of any Loan held by it or Loans made or to be made by it,
provided, however, so long as no Default has occurred and is
      continuing, the prior consent of the Borrower shall be obtained, which consent
      shall not be unreasonably withheld or delayed (provided, no consent of the
      Borrower shall be required for any participation to an affiliate of any
      Bank).  A participant shall not have any rights or benefits under this
      Agreement or any Note (the participant’s rights against such Bank in respect or
      such participation to be those set forth in the agreement (the “Participation
      Agreement”) executed by such Bank in favor of the
      participant).  All amounts payable by the Borrower to any Bank under
Section 4 hereof shall be determined as if such Bank had not sold or
      agreed to sell any participations in such Loan and as if such Bank were funding
      the portion of such Loan in which no participations have been
      sold.  In no event shall a Bank that sells a participation be
      obligated to the participant under the Participation Agreement to take or
      refrain from taking any action hereunder or under such Bank’s Note except that
      such Bank may agree in the Participation Agreement that it will not, without
      the
      consent of the participant, agree to (i) the increase or extension of the term,
      or the extension of the time or waiver of any requirement for the reduction
      or
      termination, of such Bank’s Commitment, (ii) the extension of any date fixed for
      the payment of principal of or interest on the related Loan or Loans or any
      fee
      (if the participant is entitled to any part thereof), (iii) the reduction of
      any
      payment of principal thereof, or (iv) the reduction of the rate at which either
      interest is payable thereon or (if the participant is entitled to any part
      thereof) commitment fee is payable hereunder to a level below the rate at which
      the participant is entitled to receive interest or a commitment fee (as the
      case
      may be) in respect of such participation.

     

    (d)  With
      the
      prior consent of the Borrower, which consent shall not be unreasonably withheld
      or delayed, a Bank may furnish any non-public information concerning the
      Borrower or any of its Subsidiaries in the possession of such Bank from time
      to
      time to actual or prospective assignees and participants (provided, no consent
      of the Borrower shall be required for any assignment or participation to an
      affiliate of any Bank); provided that such recipient shall agree in
      writing (naming the Borrower as a third party beneficiary thereof) with such
      Bank (on behalf of itself and each of its affiliates, directors, officers,
      employees and representatives) that (A) the information so furnished will not
      be
      used by it except in connection with this Agreement and (B) it shall use
      reasonable precautions, in accordance with its customary procedures for handling
      confidential information and in accordance with safe and sound banking
      practices, to keep such information confidential, provided that nothing
      in such agreement shall limit the disclosure of such information (i) to the
      extent required by statute, rule, regulation or judicial process, (ii) to its
      counsel or to counsel for any of the Banks or the Agent, (iii) to bank
      examiners, auditors or accountants or other professional advisors, (iv) to
      the
      Agent or any other Bank, (v) in connection with any litigation to which the
      Agent or any one or more of the Banks is a party or (vi) to the extent such
      information has become public (other than by its breach of such
      agreement).

     

    11.7.  Survival.  The
      obligations of the Borrower under Sections 4.1, 4.5, 4.6
      and 11.3 hereof shall survive the repayment of the Loans and the
      termination of the Commitments.

     

    11.8.  Captions.  The
      table of contents and captions and Section headings appearing herein are
      included solely for convenience of reference and are not intended to affect
      the
      interpretation of any provision of this Agreement.

     

    11.9.  Counterparts.  This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument, and any of the parties
      hereto may execute this Agreement by signing one or more of such
      counterparts.

     

    11.10.  Jurisdiction,
      Service of Process.

     

    (a)  Any
      suit,
      action or proceeding against the Borrower with respect to this Agreement, the
      Notes or the other Loan Documents or any judgment entered by any court in
      respect of any thereof may be brought in the courts of the State of Illinois
      located in Cook County or in the U.S. District Court for the Northern District
      of Illinois as the Agent or any Bank may elect, and the Borrower hereby submits
      to the non-exclusive jurisdiction of each such court for the purpose of any
      such
      suit, action or proceeding.  The Borrower consents to the service of
      process upon it in any such suit, action or proceeding by regular first class
      mail addressed to it at its address specified in Section
      11.2.  The foregoing shall not, however, limit the right of the
      Agent or any Bank to serve process in any other manner permitted by law or
      to
      commence any suit, action or proceeding or to obtain execution of judgment
      in
      any appropriate jurisdiction.  Without limiting the foregoing, the
      Borrower further agrees that the Agent or any Bank may at their option submit
      any dispute which may arise in connection with this Agreement or the Notes
      to
      any other court having jurisdiction over the Borrower or the Borrower’s
      property.

     

    (b)  The
      Borrower hereby irrevocably waives any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement, the Notes or the other Loan Documents brought in
      the
      courts of the State of Illinois located in Cook County or the U.S. District
      Court for the Northern District of Illinois, and hereby further irrevocably
      waives any claim that any such suit, action or proceeding brought in any such
      court has been brought in an inconvenient forum.

     

    11.11.  Set-off.  The
      Borrower agrees that in addition to any right of recoupment, set-off, banker’s
      lien or counterclaim the Agent or any Bank may otherwise have, the Agent and
      each Bank shall be entitled to offset deposits (including all account balances,
      whether provisional or final and whether or not collected or available) and
      other claims of the Borrower at any of the Agent’s or such Bank’s offices, in
      Dollars or in any other currency, against any amount payable to the Agent or
      such Bank hereunder which is not paid when due (regardless of whether such
      deposits and other claims are then due).

     

    11.12.  Governing
      Law.  THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL
      BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE
      OF ILLINOIS.

     

    11.13.  Waiver
      of Jury Trial.  THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
      LEGAL
      PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     

    [SIGNATURE
      PAGES FOLLOW]

     

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the day and year first above written,

     

    HEARTLAND
      FINANCIAL USA, INC.

    


    By:    /s/                                                                       

    Name:    John
      K.
      Schmidt                                                                       

    Title:      EVP,
      CFO,
      COO                                                                     

    


    Address:                                1398
      Central Avenue

    Dubuque,
      Iowa
      52004-0778

    


    Telecopier
      No.                       (663)
      589-1951

    


    Attention:                              John
      K. Schmidt,

    Executive
      Vice President
      and

    Chief
      Financial Officer

    


    Telephone
      No.                       (563)
      589-1994

    


    THE
      NORTHERN TRUST COMPANY,

    as
      Agent

    


    By:  /s/                                                                         

    Name:  Lisa
      McDermott                                                                         

    Title:    VP
                                                                            

    


    Address:                                50
      South LaSalle Street

    Chicago,
      Illinois  60675

    


    Telecopier
      No.                       (312)
      444-4906

    


    Attention:                                Lisa
      McDermott

     
Vice
      President

    


    Telephone
      No.                        (312)
      444-2336

    



    BANKS:

     

    THE
      NORTHERN TRUST COMPANY

    


    By:    /s/                                                                       

    Name:    Lisa
      McDermott                                                                       

    Title:       VP                                                                    

    


    Address:                                50
      South LaSalle Street

    Chicago,
      Illinois  60675

    


    Telecopier
      No.                        (312)
      444-4906

    


    Attention:                                Lisa
      McDermott,

     
Vice
      President

    


    Telephone
      No.                        (312)
      444-2336

    


    HARRIS
      TRUST AND SAVINGS BANK,

    


    By:               /s/                                                             

    Name:         Thomas
      J.
      Wilson                                                                  

    Title:            Vice
      President                                                               

    


    Address:                                111
      West Monroe Street, 5th Floor

                                                   
      Chicago, IL 60603

    


    Telecopier
      No.                      (312) 765
      - 8382

    


    Attention:                              
      Thomas J. Wilson

    


    Telephone
      No.                       (312) 461
      - 7112



    WELLS
      FARGO BANK, N.A.,

    


    By:                /s/                               

    Name:            Leighton
      D.
      Kor                                    

    Title:              Vice
      President                                 

     

    Address:                                 
      MAC N8200-098

                                                      
      666 Walnut Street

                                                      
      Des Moines, IA  50309


    Telecopier
      No.                         (515) 245
      - 3314

    


    Attention:                               
      Leighton Kor

    


    Telephone
      No.                        (515) 245
 - 3364

    


    U.S.
      BANK NATIONAL ASSOCIATION

    


    By:                 /s/                              

    Name:            Noel
      W.
      Licht                                   

    Title:              Assistant
      Vice
      President                                

    


    Address:                                 
      222 Second Avenue SE

                                                     
      Cedar Rapids, IA  52401

     

    


    Telecopier
      No.                         (319) 368
      - 4229

    


    Attention:          
Noel
      W. Licht

    


    Telephone
      No.                          (319) 368
      - 4571

    


    


    



    
      


       

       

    

    Schedule
      1

     

    INFORMATION
      CONCERNING BANKS

     

    


    
      	
              Name
                of Bank

            	
              Commitment

            	
              Applicable

              Lending
                Offices

            
	 	 	 
	
              The
                Northern Trust Company

            	
              $20,000,000

            	
              For
                all Loans:

              50
                South LaSalle Street

              Chicago,
                Illinois  60675

               

            
	
              Harris
                N.A.

            	
              $16,000,000

            	
              For
                all Loans:

              111
                West Monroe

              Chicago,
                Illinois  60603

               

            
	
              Wells
                Fargo Bank, N.A.

            	
              $16,000,000

            	
              For
                all Loans:

               

            
	
              U.S.
                Bank National Association

            	
              $ 
                8,000,000

            	
              For
                all Loans:

              222nd
                Avenue

              Cedar
                Rapids, Iowa  52401

               

            
	
              Total
                Commitments

            	
              $60,000,000

            	 


    

    



    
      


       

    

    Schedule
      2

     

    AUTHORIZED
      OFFICERS

     

    


     

    [To
      be
      provided by the Borrower]

     

    



    
      
              

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    Schedule
      6.8

     

    LITIGATION
      AND CONTINGENT LIABILITIES

     

    


     

    [To
      be
      provided by the Borrower]

     

    



    
      
              

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    Schedule
      6.14

     

    SUBSIDIARIES

     

    


     

    [To
      be
      provided by the Borrower]

     

    


    
      	
              Name

            	
              Jurisdiction
                of Incorporation

            	
              Percentage

              Ownership

            


    

    



    
      
              

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    Schedule
      7.5(a)

     

    INDEBTEDNESS

     

    


     

    [To
      be
      provided by the Borrower]

     

    



    
      
              

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    Schedule
      7.5(b)

     

    LIENS

     

    


     

    [To
      be
      provided by the Borrower]

     

    



    
      
              

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    EXHIBIT
      A

     

    REVOLVING
      CREDIT NOTE

     

    $_______________                                                                                                           Chicago,
      Illinois

     

    _____________,
      2007

     

    FOR
      VALUE
      RECEIVED, on or before the Revolving Credit Commitment Termination Date, as
      defined in the Credit Agreement, hereafter referred to, HEARTLAND FINANCIAL
      USA,
      INC., a corporation organized under the laws of Delaware, promises to pay to
      the
      order of __________________________ (the “Bank”) at the office of The
      Northern Trust Company, as agent, at 50 South LaSalle Street, Chicago, Illinois
      60675, the lesser of the principal sum of ________ Dollars ($_______), or the
      amount outstanding as indorsed on the grid attached to this Note (or recorded
      in
      the Bank’s books and records, if the Bank is the holder hereof).  Such
      endorsement or recording by the Bank shall be rebuttably presumptive evidence
      of
      the principal balance due on this Note.

     

    The
      unpaid principal amount from time to time outstanding shall bear interest from
      the date of this Note at the rates and payable on the dates set forth in the
      Credit Agreement, hereafter referred to.

     

    Payments
      of both principal and interest are to be made in immediately available funds
      in
      lawful money of the United States of America.

     

    This
      Note
      evidences indebtedness incurred under an Amended and Restated Credit Agreement
      dated as of June 8, 2007 (and, if amended, all amendments thereto) (the
“Credit Agreement”) among the undersigned, certain banks and The Northern
      Trust Company, as agent, to which Credit Agreement reference is hereby made
      for
      a statement of its terms and provisions, including those under which this Note
      may be paid prior to its due date or have its due date accelerated.

     

    The
      undersigned agrees to pay or reimburse the Bank and any other holder hereof
      for
      all costs and expenses of preparing, seeking advice in regard to, enforcing,
      and
      preserving its rights under this Note or any document or instrument executed
      in
      connection herewith (including legal fees and reasonable time charges of
      attorneys who may be employees of the Bank, whether in or out of court, in
      original or appellate proceedings or in bankruptcy).  The undersigned
      irrevocably waives presentment, protest, demand and notice of any kind in
      connection herewith.

     

    This
      Note
      is made under and governed by the internal laws of the State of Illinois, and
      shall be deemed to have been executed in the State of Illinois.

     

    



    HEARTLAND
      FINANCIAL USA, INC.

    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    



    
      
              

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    EXHIBIT
      B

     

    FORM
      OF
      OPINION OF COUNSEL OF BORROWER

     

    


     

    _______________,
      2007

     

    


     

    The
      Northern Trust Company, as Agent

     

    The
      Banks
      (as defined in the

     

       Amended
      and Restated Credit Agreement referred to

     

       below),
      and their respective successors and assigns

     

    50
      South
      LaSalle Street

     

    Chicago,
      Illinois 60675

     

    Gentlemen/Ladies:

     

    We
      are
      counsel for Heartland Financial USA, Inc. (the “Company”), and have
      represented the Company in connection with its execution and delivery of an
      Amended and Restated Credit Agreement dated as of June 8, 2007 (the “Credit
      Agreement”) among the Company, the Banks party thereto and The Northern
      Trust Company, as Agent, and providing for Loans in an aggregate principal
      amount not exceeding $60,000,000 at any one time outstanding.  All
      capitalized terms used in this opinion and not otherwise defined herein shall
      have the meanings attributed to them in the Credit Agreement.

     

    In
      so
      acting, we, as counsel for the Company, have made such factual inquiries, and
      we
      have examined or caused to be examined such questions of law, as we have
      considered necessary or appropriate for the purposes of this opinion and, upon
      the basis of such inquiries and examination, advise you that, in our
      opinion:

     

    1.  The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the necessary corporate
      power to execute, deliver and perform the Credit Agreement and the Notes and
      to
      borrow under the Credit Agreement.  The Company is duly qualified to
      transact business in each jurisdiction where such qualification is necessary
      in
      view of the property owned or business conducted by the Company and where the
      failure to so qualify would have a material adverse effect on the
      Company.  The Company is a bank holding company duly registered with
      the Board of Governors of the Federal Reserve System under the Bank Holding
      Company Act of 1956, as amended.

     

    
      C1102122283263.8

       

    

    2.  The
      execution, delivery and performance by the Company of the Credit Agreement
      and
      the Notes and the borrowings thereunder have been duly authorized by all
      necessary corporate action, and do not and will not violate any provision of
      law
      or regulation, writ, order or judgment, or any provision of the Company’s
      articles of incorporation or by-laws and do not and will not result in the
      breach of, or constitute a default or require any consent under, or result
      in
      the creation of any Lien upon any of its properties, revenues or assets pursuant
      to, any indenture or other agreement or instrument to which the Company or
      any
      Subsidiary is a party or by which the Company or any Subsidiary or its
      properties may be bound.

     

    3.  The
      Credit Agreement and the Notes have been duly executed and delivered on behalf
      of the Company and constitute legal, valid and binding obligations of the
      Company which are enforceable in accordance with their respective terms, except
      as such enforceability may be limited by (a) bankruptcy, insolvency,
      reorganization, moratorium or other similar laws of general applicability
      affecting the enforcement of creditors’ rights and (b) the application of
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law).

     

    4.  No
      authorizations, consents, approvals, licenses, filings or registrations from
      or
      with any governmental or regulatory authority or agency are required in
      connection with the execution, delivery and performance by the Company of the
      Credit Agreement and the Notes.

     

    5.  There
      are
      no legal or arbitral proceedings, and no proceedings by or before any
      governmental or regulatory authority or agency, pending or threatened against
      or
      affecting the Company or any of its Subsidiaries, or any properties or rights
      or
      the Company or any of its Subsidiaries, which, if adversely determined, would
      have a material adverse effect on the consolidated financial condition,
      operations, business or prospects taken as a whole of the Company and its
      Subsidiaries.

     

    6.  The
      Company is in compliance in all material respects with all rules and regulations
      of the Bank Holding Company Act, as amended, and with all existing regulations
      of the Board of Governors of the Federal Reserve System relating to bank holding
      companies.

     

    7.  The
      Company is not an “investment company” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
      as amended.

     

    8.  The
      Company is not under investigation by, or operating under any restrictions
      (applicable specifically to the Company) imposed by, any regulatory
      authority.

     

    The
      opinions set forth herein are intended solely for the benefit of the addressees
      hereof in connection with the transactions contemplated herein and assignees
      and
      participants under the Credit Agreement and shall not be relied upon by any
      other person or for any other purpose without our prior written
      consent.

     

     

    Very
      truly yours,

     

    


    



    
      
              

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    EXHIBIT
      C

     

    FORM
      OF
      OPINION OF COUNSEL OF GUARANTOR

     

    ____________,
      2007

     

    The
      Northern Trust Company, as Agent

     

    The
      Banks
      (as defined in the

     

       Amended
      and Restated Credit Agreement referred to

     

       below),
      and their respective successors and assigns

     

    50
      South
      LaSalle Street

     

    Chicago,
      Illinois 60675

     

    Gentlemen/Ladies:

     

    We
      have
      acted as counsel to Citizens Finance Co. (the “Guarantor”) and I am
      delivering to you this opinion of counsel upon which you may rely, in connection
      with a Guaranty dated as of June 8, 2007 (the “Guaranty”) of the
      Guarantor in favor of The Northern Trust Company, as Agent covering the
      liabilities of Heartland Financial USA, Inc. (the “Borrower”) to the
      Agent and the Banks under that certain Amended and Restated Credit Agreement
      dated as of June 8, 2007 (the “Credit Agreement”) among the Borrower, The
      Northern Trust Company, as Agent and the Banks party thereto.

     

    In
      so
      acting, I, as counsel for the Guarantor, have made or caused to be made such
      factual inquires, and I have examined or caused to be examined such questions
      of
      law, as I have considered necessary or appropriate for the purposes of this
      opinion and, upon the basis of such inquiries and examinations, advise you
      that,
      in my opinion:

     

    1.  The
      Guarantor is a corporation duly organized, validly existing and in good standing
      under the laws of the State of __________ and is duly qualified (licensed)
      to
      transact business in all places where failure to do so might have a material
      adverse effect on the financial conditions, prospects or business of the
      Guarantor.

     

    2.  The
      Guarantor has full corporate power and authority to own and operate its
      properties and assets, carry on its business as presently conducted, execute
      and
      deliver the Guaranty, and perform its obligations thereunder.

     

    
      


       

      CH02/22283263.8

    

    3.  The
      execution and delivery of the Guaranty and the performance by the Guarantor
      of
      its obligations thereunder have been duly authorized by all necessary corporate
      action, and the Guaranty has been duly executed and delivered on behalf of
      the
      Guarantor and constitutes the valid and binding obligation of the Guarantor,
      enforceable 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.

     

    4.  There
      is
      no provision in the Guarantor’s articles of incorporation or by-laws, nor any
      provision in any indenture, mortgage, contract or agreement which the Guarantor
      is a party or by which it or its properties may be bound, nor any law, statute,
      rule or regulation, or any writ, order or decision of any court or governmental
      instrumentality binding on the Guarantor which would be contravened by the
      execution and delivery of the Guaranty, nor do any of the foregoing prohibit
      the
      Guarantor’s performance of any term, provision, condition, covenant or any other
      obligation of the Guarantor contained therein.

     

    5.  No
      authorizations, consents, approvals, licenses, filings or registrations from
      or
      with any governmental or regulatory authority or agency are required in
      connection with the execution, delivery and performance by the Guarantor of
      the
      Guaranty.

     

    6.  There
      are
      no legal or arbitral proceedings, and no proceedings by or before any
      governmental or regulatory authority or agency, pending or threatened against
      or
      affecting the Guarantor or any properties or rights or the Guarantor which,
      if
      adversely determined, would have a material adverse effect on the consolidated
      financial condition, operations, business or prospects of the
      Guarantor.

     

    The
      opinions set forth herein are intended solely for the benefit of the addressees
      hereof in connection with the transactions contemplated herein and assignees
      and
      participants under the Credit Agreement and shall not be relied upon by any
      other person or for any other purpose without our prior written
      consent.

     

    Very
      truly yours,

    


    



    
      
              

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    EXHIBIT
      D

     

    


     

    FORM
      OF
      GUARANTY AGREEMENT

     

    


     

    Please
      see attached.

     

    



    
      
              

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                  TABLE
            OF
            CONTENTS      
      

                  
      
      

                  Page      

           
      

                  
      
    

      

    

    
      	
              SECTION 1.

               

            	
              THE LOANS

               

            	
              1

               

            
	 	 	 	 
	 	
              1.1.

               

            	
              Revolving Credit Loans

               

            	
              1

               

            
	 	
              1.2.

               

            	
              Revolving Credit Loans Pursuant to Notice

               

            	
              1

               

            
	 	
              1.3.

               

            	
              Voluntary Reduction of Commitments

               

            	
              2

               

            
	 	
              1.4.

               

            	
              Prepayment, Conversions and Continuations

               

            	
              2

               

            
	 	
              1.5.

               

            	
              Interest

               

            	
              2

               

            
	 	
              1.6.

               

            	
              Lending Offices

               

            	
              3

               

            
	 	
              1.7.

               

            	
              Several Obligations; Remedies Independent

               

            	
              3

               

            
	 	
              1.8.

               

            	
              Notes

               

            	
              3

               

            
	 	
              1.9.

               

            	
              Business Day Payments

               

            	
              3

               

            
	 	
              1.10.

               

            	
              Extension of Commitments and Replacement of Banks

               

            	
              3

               

            
	 	
              1.11.

               

            	
              Repayment

               

            	
              5

               

            
	 	 	 	 
	
              SECTION 2.

               

            	
              FEES

               

            	
              5

               

            
	 	 	 	 
	 	
              2.1.

               

            	
              Facility Fee

               

            	
              5

               

            
	 	
              2.2.

               

            	
              Agency Fee

               

            	
              5

               

            
	 	 	 	 
	
              SECTION 3.

               

            	
              THE PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS;
                ETC

               

            	
              
              

               

              5

               

            
	 	 	 	 
	 	
              3.1.

               

            	
              Payments

               

            	
              5

               

            
	 	
              3.2.

               

            	
              Pro Rata Treatment

               

            	
              5

               

            
	 	
              3.3.

               

            	
              Computations

               

            	
              6

               

            
	 	
              3.4.

               

            	
              Minimum Amounts

               

            	
              6

               

            
	 	
              3.5.

               

            	
              Certain Notices

               

            	
              6

               

            
	 	
              3.6.

               

            	
              Non-Receipt of Funds by the Agent

               

            	
              7

               

            
	 	
              3.7.

               

            	
              Sharing of Payments

               

            	
              7

               

            
	 	 	 	 
	
              SECTION 4.

               

            	
              YIELD, CAPITAL MAINTENANCE AND TAX PROVISIONS

               

            	
              7

               

            
	 	 	 	 
	 	
              4.1.

               

            	
              Additional Costs

               

            	
              7

               

            
	 	
              4.2.

               

            	
              Limitation on Types of Loans

               

            	
              8

               

            
	 	
              4.3.

               

            	
              Illegality

               

            	
              9

               

            
	 	
              4.4.

               

            	
              Treatment of Affected Loans

               

            	
              9

               

            
	 	
              4.5.

               

            	
              Compensation

               

            	
              10

               

            
	 	
              4.6.

               

            	
              Taxes

               

            	
              10

               

            
	 	 	 	 
	
              SECTION 5.

               

            	
              CONDITIONS PRECEDENT

               

            	
              12

               

            
	 	 	 	 
	 	
              5.1.

               

            	
              Initial Credit Extension

               

            	
              12

               

            
	 	
              5.2.

               

            	
              Initial and Subsequent Credit Extensions

               

            	
              14

               

            
	 	 	 	 
	
              SECTION 6.

               

            	
              REPRESENTATIONS AND WARRANTIES

               

            	
              14

               

            
	 	 	 	 
	 	
              6.1.

               

            	
              Organization

               

            	
              14

               

            
	 	
              6.2.

               

            	
              Authorization; No Conflict

               

            	
              14

               

            
	 	
              6.3.

               

            	
              Financial Statements

               

            	
              14

               

            
	 	
              6.4.

               

            	
              Taxes

               

            	
              15

               

            
	 	
              6.5.

               

            	
              Liens

               

            	
              15

               

            
	 	
              6.6.

               

            	
              Adverse Contracts

               

            	
              15

               

            
	 	
              6.7.

               

            	
              Regulation U

               

            	
              15

               

            
	 	
              6.8.

               

            	
              Litigation and Contingent Liabilities

               

            	
              15

               

            
	 	
              6.9.

               

            	
              FDIC Insurance

               

            	
              16

               

            
	 	
              6.10.

               

            	
              Investigations

               

            	
              16

               

            
	 	
              6.11.

               

            	
              Bank Holding Company

               

            	
              16

               

            
	 	
              6.12.

               

            	
              ERISA

               

            	
              16

               

            
	 	
              6.13.

               

            	
              Environmental Laws

               

            	
              17

               

            
	 	
              6.14.

               

            	
              Subsidiaries

               

            	
              17

               

            
	 	 	 	 
	
              SECTION 7.

               

            	
              CONVENANTS

               

            	
              17

               

            
	 	 	 	 
	 	
              7.1.

               

            	
              Existence, Mergers, Etc.

               

            	
              17

               

            
	 	
              7.2.

               

            	
              Reports, Certificates and Other Information

               

            	
              18

               

            
	 	
              7.3.

               

            	
              Inspection

               

            	
              19

               

            
	 	
              7.4.

               

            	
              Financial Requirements

               

            	
              19

               

            
	 	
              7.5.

               

            	
              Indebtedness, Liens And Taxes

               

            	
              20

               

            
	 	
              7.6.

               

            	
              Investments and Loans

               

            	
              22

               

            
	 	
              7.7.

               

            	
              Capital Structure and Dividends

               

            	
              22

               

            
	 	
              7.8.

               

            	
              Maintenance Of Properties

               

            	
              23

               

            
	 	
              7.9.

               

            	
              Insurance

               

            	
              23

               

            
	 	
              7.10.

               

            	
              Use of Proceeds

               

            	
              23

               

            
	 	
              7.11.

               

            	
              Well Capitalized

               

            	
              23

               

            
	 	
              7.12.

               

            	
              Compliance with Law

               

            	
              24

               

            
	 	
              7.13.

               

            	
              Obligations Pertaining to Trust Preferred Securities
                and
                Trust Indebtedness

               

            	
              
              

               

              24

               

            
	 	 	 	 
	
              SECTION 8.

               

            	
              EVENTS OF DEFAULT

               

            	
              24

               

            
	 	 	 	 
	 	
              8.1.

               

            	
              Events of Default

               

            	
              24

               

            
	 	
              8.2.

               

            	
              Remedies

               

            	
              26

               

            
	 	 	 	 
	
              SECTION 9.

               

            	
              DEFINITIONS AND ACCOUNTING

               

            	
              26

               

            
	 	 	 	 
	 	
              9.1.

               

            	
              Defined Terms

               

            	
              26

               

            
	 	
              9.2.

               

            	
              Accounting

               

            	
              33

               

            
	 	 	 	 
	
              SECTION 10.

               

            	
              THE AGENT

               

            	
              33

               

            
	 	 	 	 
	 	
              10.1.

               

            	
              Appointment, powers and Immunities

               

            	
              33

               

            
	 	
              10.2.

               

            	
              Reliance by Agent

               

            	
              34

               

            
	 	
              10.3.

               

            	
              Defaults

               

            	
              34

               

            
	 	
              10.4.

               

            	
              Rights as a Bank

               

            	
              34

               

            
	 	
              10.5.

               

            	
              Indemnification

               

            	
              34

               

            
	 	
              10.6.

               

            	
              Non-Reliance on Agent and other Banks

               

            	
              35

               

            
	 	
              10.7.

               

            	
              Failure to Act

               

            	
              35

               

            
	 	
              10.8.

               

            	
              Resignation of Agent

               

            	
              35

               

            
	 	 	 	 
	
              SECTION 11.

               

            	
              MISCELLANEOUS

               

            	
              35

               

            
	 	 	 	 
	 	
              11.1.

               

            	
              Wavier

               

            	
              35

               

            
	 	
              11.2.

               

            	
              Notices

               

            	
              36

               

            
	 	
              11.3.

               

            	
              Expenses, Etc.

               

            	
              36

               

            
	 	
              11.4.

               

            	
              Amendments, Etc.

               

            	
              36

               

            
	 	
              11.5.

               

            	
              Successors and Assigns

               

            	
              36

               

            
	 	
              11.6.

               

            	
              Assignments and Participations

               

            	
              36

               

            
	 	
              11.7.

               

            	
              Survival

               

            	
              38

               

            
	 	
              11.8.

               

            	
              Captions

               

            	
              38

               

            
	 	
              11.9.

               

            	
              Counterparts

               

            	
              38

               

            
	 	
              11.10.

               

            	
              Jurisdiction, Service of Process

               

            	
              38

               

            
	 	
              11.11.

               

            	
              Set-off

               

            	
              39

               

            
	 	
              11.12.

               

            	
              Governing Law

               

            	
              39

               

            
	 	
              11.13.

               

            	
              Waiver of Jury Trial

               

            	
              39

               

            


    


    

      
        
                

                    --      
      

                              CHDB03
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              12:41  05009831