Exhibit 10.15 Fourth Amendment & Waiver to Credit Agreement



FOURTH
AMENDMENT AND WAIVER TO CREDIT AGREEMENT


 

THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated
as of March 1, 2005 is among HEARTLAND FINANCIAL USA, INC., a corporation
formed under the laws of the State of Delaware (the “Borrower”), each
of the banks party hereto (individually, a “Bank” and collectively, the
“Banks”) and
THE NORTHERN TRUST COMPANY, as agent for the Banks (in such capacity, together
with its successors in such capacity, the “Agent”).

 

WHEREAS,
the Borrower, the Agent and the Banks have entered into a Credit Agreement dated
as of January 31, 2004 (as hereto amended, the “Credit
Agreement”);
and

 

WHEREAS,
the Borrower, the Agent and the Banks wish to extend the maturity of the Credit
Agreement and make certain other amendments to the Credit
Agreement;

 

NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

 

1.  Definitions. Terms
defined in the Credit Agreement and not otherwise defined herein shall have the
respective meanings given to them in the Credit Agreement and terms defined in
the introductory paragraphs or other provisions of this Amendment shall have the
respective meanings attributed to them therein. In addition, the following terms
shall have the following meanings (terms defined in the singular having a
correlative meaning when used in the plural and vice versa):

 

“Effective
Date” shall mean March 1, 2005, if (i) this Amendment shall have been
executed and delivered by the Borrower, the Agent and the Banks and
(ii) the Borrower shall have performed its obligations under Section
4
hereof.

 

2.  Return
on Assets. Section 7.4(e) of the
Credit Agreement is hereby amended to state in its entirety as
follows:

 

“(e)
Return
on Average Assets -Borrower. The
Borrower’s consolidated income shall be at least 0.70% of its average assets,
calculated as at the last day of each fiscal quarter for the four fiscal quarter
period ending on that date.”

 

3.  Indebtedness.
Section 7.5 of the
Credit Agreement is hereby amended to state in its entirety as
follows:

 

“7.5
Indebtedness,
Liens And Taxes. The
Borrower and each Subsidiary shall:

 

(a)
Indebtedness. Not
incur, permit to remain outstanding, assume or in any way become committed for
Indebtedness (specifically including but not limited to Indebtedness in respect
of money borrowed from financial institutions but excluding deposits), except:
(i) in the case of the Borrower, Indebtedness incurred hereunder, and in the
case of the Guarantors, under their respective Guaranty Agreement; (ii)
Indebtedness existing on the date of this Agreement and described on
Schedule 7.5(a) hereof;
(iii) Indebtedness of any Subsidiary arising in the ordinary course of the
business of such Subsidiary; (iv) in the case of ULTEA, the US Bank Indebtedness
outstanding on the date hereof in the principal amount of $11,418,871.69, less
the aggregate amount of all repayments thereunder after the date of this
Agreement; (v) in the case of CFC, Indebtedness under commercial paper issued by
CFC which, together with any other commercial paper identified on Schedule 7.5(a) hereto,
shall not exceed an aggregate principal amount of $20,000,000; (vi) in the case
of the Borrower, Trust Indebtedness and Trust Guarantees, and in the case of any
Trust Issuer, Trust Preferred Securities, provided, that
the aggregate of such Trust Indebtedness (and the related Trust Guarantees and
Trust Preferred Securities) shall not exceed $88,000,000 at any time
outstanding; (vii) in the event any transfer or contribution of accounts
receivable of ULTEA to a special purpose vehicle in accordance with Section 7.1(d) is
deemed to constitute a secured financing, Indebtedness of ULTEA to such special
purpose vehicle, secured by the account receivables and related rights
transferred to such special purpose vehicle only (the “Factored
Receivables”),
provided, that
such Indebtedness shall not exceed an amount equal to $30,000,000 in the
aggregate during the term of this Agreement; (viii) in the case of the Borrower,
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; (ix) in the case of
the Borrower, Indebtedness in an aggregate amount not in excess of $2,750,000
under the Agreement to Organize and Stockholder Agreement dated February 1,
2003 and the Supplemental Initial Investor Agreement dated February 1, 2003
and (x) additional Indebtedness not to exceed $1,000,000 at any time
outstanding.

 

4.  Revolving
Credit Termination Date. The
definition of “Revolving Credit Commitment Termination Date” is hereby amended
by the deletion of the date “March 1, 2005” and the substitution of the
date “February 28, 2006” thereof. 

 

5.  Conditions
to Effective Date. The
occurrence of the Effective Date shall be subject to the satisfaction of the
following conditions precedent:

 

(a) The
Borrower, the Agent and the Banks shall have executed and delivered this
Amendment.

 

(b) No
Default shall have occurred and be continuing under the Credit Agreement, and
the representations and warranties of the Borrower in Section 6 of the
Credit Agreement and in Section 7 hereof
shall be true and correct on and as of the Effective Date and the Borrower shall
have provided to the Agent a certificate of a senior officer of the Borrower to
that effect.

 

(c) Each
Guarantor shall acknowledge and consent to this Amendment for purposes of its
Guaranty Agreement as evidenced by its signed acknowledgment of this Amendment
on the signature page hereof.

 

(d) The
Borrower shall have delivered to the Agent, on behalf of the Banks, such other
documents as the Agent may reasonably request.

 

6.  Effective
Date Notice.
Promptly following the occurrence of the Effective Date, the Agent shall give
notice to the parties of the occurrence of the Effective Date, which notice
shall be conclusive, and the parties may rely thereon; provided, that such
notice shall not waive or otherwise limit any right or remedy of the Agent or
the Banks arising out of any failure of any condition precedent set forth in
Section 5 to be
satisfied.

 

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

 

8.  Representations
and Warranties. The
Borrower represents and warrants to the Agent and the Banks that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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



[Signature
Page Follows]


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

 



	HEARTLAND
      FINANCIAL USA, INC.
	By: 
      /s/ John K. Schmidt
	Name: John
      K. Schmidt
	Title: 
      Executive Vice President, CFO &
COO




 


	THE NORTHERN TRUST COMPANY,
      as agent
	By: /s/ Thomas Bernhardt
	Name: Thomas
Bernhardt



Title: Vice President

 

HARRIS TRUST AND SAVINGS
BANK


	By: /s/ Thomas J. Wilson
	Name: Thomas J. Wilson
	Title: Vice
President



 

U.S. BANK NATIONAL
ASSOCIATION



	By: /s/ Jay Strunk
	Name: Jay Strunk
	Title: Correspondent OfficerGUARANTOR
      ACKNOWLEDGMENT





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



	CITIZENS
      FINANCE CO.
	By: 
      /s/ John K. Schmidt
	Name: John
      K. Schmidt
	Title: 
      Treasurer





	ULTEA,
      INC.
	By: 
      /s/ John K. Schmidt
	Name: John
      K. Schmidt
	Title: 
      Treasurer