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EXECUTION COPY  SEVENTH AMENDMENT TO CREDIT AGREEMENT  This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”),  made and entered into as of December 11, 2020, is by and between MidWestOne Financial  Group, Inc. a corporation organized under the laws of the State of Iowa (the “Borrower”), and  U.S. Bank National Association, a national banking association (the “Bank”).  RECITALS  1. The Bank and the Borrower entered into a Credit Agreement dated as of April 30,  2015, a First Amendment to Credit Agreement dated as of April 28, 2016, a Second Amendment  to Credit Agreement dated as of May 5, 2017, a Third Amendment to Credit Agreement dated as  of May 31, 2018, a Fourth Amendment to Credit Agreement dated as of April 29, 2019, a Fifth  Amendment to Credit Agreement dated as of February 28, 2020, and a Sixth Amendment to  Credit Agreement dated as of April 24, 2020 (as amended, the “Credit Agreement”); and  2. The Borrower desires to amend certain provisions of the Credit Agreement, and  the Bank has agreed to make such amendments, subject to the terms and conditions set forth in  this Amendment.  AGREEMENT  NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of  which are hereby acknowledged, the parties hereto hereby covenant and agree to be bound as  follows:  Section 1. Capitalized Terms.  Capitalized terms used and not otherwise defined  herein shall have the meanings assigned to them in the Credit Agreement, unless the context  otherwise requires.  Section 2. Amendment.  The Credit Agreement is hereby amended as follows:  2.1. Section 1.1 - Defined Terms.  Section 1.1 of the Credit Agreement is  amended by amending the definitions of “Fixed Charge Coverage Ratio,” “Revolving  Commitment Amount” and “Revolving Loan Maturity Date” in their entireties to read as  follows:  “Fixed Charge Coverage Ratio”:  As of any date of determination, with respect to  any specified period ending on the date of determination, the ratio of:  (a) the sum of (i) Net Income, plus (ii) non-cash charges or expenses,  including depreciation and amortization, plus (iii) Interest Expense, plus  (iv) one  time losses associated with acquisitions or sales of assets,  plus  (v) the goodwill  impairment charges of MidWestOne Bank,  minus (vi) any Restricted Payments  





 






2    paid in cash, minus (vii) non-cash income, minus (viii) one-time gains associated  with acquisitions or sales of assets,   to  (b) the sum of (i) Interest Expense with respect to such period, plus  (ii)  one fifth of the Revolving Commitment Amount;   determined with respect to the Borrower, without consolidation with its  Subsidiaries, in accordance with Regulatory Reporting Principles.    “Revolving Commitment Amount”:  $25,000,000.  “Revolving Loan Maturity Date”: September 30, 2021.  2.2. Section 2.9 – Commitment Fee.  Section 2.9 of the Credit Agreement is  amended in its entirety to read as follows:  Section 2.9 Unused Revolving Commitment Fee.  The Borrower shall pay to  the Bank fees (the “Revolving Commitment Fees”) in an amount determined by  applying a rate of 0.25% per annum to the average daily Unused Revolving  Commitment during the period from and after April 30, 2015 to and including  December 10, 2020, and  0.30% per annum to the average daily Unused  Revolving Commitment during the period from and after December 11, 2020 to  and including the Revolving Loan Termination Date.  Such Revolving  Commitment Fees are payable in arrears on the dates on which interest is payable  pursuant to Section 2.5.  2.3. Section 6.16  – Total Risk-Based Capital Ratio.  Section 6.16 of the  Credit Agreement is amended in its entirety to read as follows:  Section 6.16 Total Risk Based Capital.  The Borrower will not permit the Total  Risk-Based Capital Ratio of the Subsidiary Banks, on a combined basis,  expressed as a percentage, as of the last day of any fiscal quarter ending  December 31, 2020 and the last day of each fiscal quarter thereafter, to be less  than 11.00%.  2.4. Exhibit B.  Exhibit B to the Credit Agreement is amended in its entirety to  read as set forth in Exhibit to this Amendment.  Section 3. Waiver.    3.1. Existing Event of Default.  Pursuant to Section 6.18 of the Credit  Agreement, the Borrower agreed not to permit the Fixed Charge Coverage Ratio as of the  last day of the fiscal quarter ending September 30, 2020, to be less than 1.25%.  Such  percentage, as of September 30, 2020, was less than 1.25%.  As a result of the  circumstances described in the two proceeding sentences, an Event of Default under  Section 7.1(c) exists (the “Existing Event of Default”).  





 






3    3.2. Waiver.  Upon the date on which this Amendment becomes effective, the  Bank hereby waives the Existing Event of Default.    3.3. Effect of Waiver.  The waiver set forth in Section 3.2 above is limited to  the express terms thereof, and nothing herein shall be deemed a waiver by the Bank with  respect to any other term, condition, representation, or covenant applicable to the  Borrower or any Subsidiary Bank under the Credit Agreement or any of the other  agreements, documents, or instruments executed and delivered in connection therewith,  or of the covenants described therein.  The consents and waivers set forth herein shall not  be deemed to be a course of action upon which the Borrower may rely in the future, and  the Borrower hereby expressly waives any claim to such effect.  Section 4. Effectiveness of Amendment.  The amendments in this Amendment shall  become effective upon delivery by the Borrower of, and compliance by the Borrower with, the  following:  4.1. This Amendment and a Revolving Note in the principal amount of  $25,000,000 (the “$25,000,000 Revolving Note”), duly executed by the Borrower.  4.2. A certificate of a Secretary or Assistant Secretary of the Borrower dated as  of the date of this Amendment and certifying as to the following:  (a) There has been no change to the Borrower’s Articles of  Incorporation and Bylaws since copies thereof were delivered to the Bank with a  Secretary’s Certificate with respect to the Borrower dated April 29, 2019 (the  “Existing Secretary’s Certificate”).  (b) The Existing Secretary’s Certificate sets forth the incumbency,  names, titles, and signatures of the Borrower’s officers authorized to execute and  deliver this Amendment.  4.3. Copies of all documents evidencing any necessary corporate action,  consent or governmental or regulatory approval (if any) with respect to this Agreement.  4.4. UCC search for the Borrower and MidWestOne Bank issued not more  than 30 days prior to the Closing Date.   4.5. The Borrower shall have satisfied such other conditions as specified by the  Bank, including payment of all unpaid legal fees and expenses incurred by the Bank  through the date of this Amendment in connection with the Credit Agreement and the  Amendment Documents (as defined below).   Section 5. Post Closing Covenant.  The Borrower agrees to provide to the Bank, on  or before January 31, 2021, a certificate of a Secretary or Assistant Secretary of the Borrower  certifying as to a true and accurate copy of a resolution of the Board of Directors of the  Borrower, in form and substance reasonably acceptable to the Bank, ratifying and confirming the  execution, delivery and performance by the Borrower of this Amendment and the $25,000,000  Revolving Note and other actions taken by the officers of the Borrower with respect to this  





 






4    Amendment and the Credit Agreement.  The Borrower’s failure to provide such a certificate and  accompanying resolutions by the date specified shall constitute an Event of Default under  Section 7.1(d) of the Credit Agreement.  Section 6. Representations, Warranties, Authority, No Adverse Claim.    6.1. Reassertion of Representations and Warranties, No Default.  The  Borrower hereby represents that on and as of the date hereof and after giving effect to this  Amendment (a) all of the representations and warranties in the Credit Agreement are true,  correct, and complete in all respects as of the date hereof as though made on and as of  such date, except for changes permitted by the terms of the Credit Agreement, and  (b) there will exist no Default or Event of Default under the Credit Agreement as  amended by this Amendment on such date that the Bank has not waived.  6.2. Authority, No Conflict, No Consent Required, Enforceability.  The  Borrower represents and warrants that it has the power, legal right, and authority to enter  into this Amendment and has duly authorized as appropriate the execution and delivery  of this Amendment and all other agreements and documents (collectively, the  “Amendment Documents”) executed and delivered by the Borrower in connection  therewith by proper corporate action, and none of the Amendment Documents and the  agreements therein contravenes or constitutes a default under any agreement, instrument,  or indenture to which the Borrower is a party or a signatory, any provision of the  Borrower’s articles of incorporation or bylaws, or any other agreement or requirement of  law, or results in the imposition of any Lien on any of its property under any agreement  binding on or applicable to the Borrower or any of its property except, if any, in favor of  the Bank.  The Borrower represents and warrants that no consent, approval, or  authorization of or registration or declaration with any Person, including but not limited  to any governmental authority, is required in connection with the execution and delivery  by the Borrower of the Amendment Documents or other agreements and documents  executed and delivered by the Borrower in connection therewith or the performance of  obligations of the Borrower therein described, except for those that the Borrower has  obtained or provided and as to which the Borrower has delivered certified copies of  documents evidencing each such action to the Bank.  The Borrower represents and  warrants that the Amendment Documents constitute the legal, valid and binding  obligations of the Borrower, enforceable against the Borrower in accordance with their  terms, subject to limitations as to enforceability which might result from bankruptcy,  insolvency, moratorium and other similar laws affecting creditors’ rights generally and  subject to limitations on the availability of equitable remedies.  6.3. No Adverse Claim.  The Borrower warrants, acknowledges, and agrees  that no events have taken place and no circumstances exist at the date hereof that would  give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the  Bank with respect to the Obligations.   Section 7. Affirmation of Credit Agreement, Further References.  The Bank and  the Borrower each acknowledge and affirm that the Credit Agreement, as hereby amended, is  hereby ratified and confirmed in all respects and all terms, conditions, and provisions of the  





 






5    Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full  force and effect.  All references in any document or instrument to the Credit Agreement are  hereby amended to refer to the Credit Agreement as amended by this Amendment.    Section 8. Merger and Integration, Superseding Effect.  This Amendment, from  and after the date hereof, embodies the entire agreement and understanding between the parties  hereto and supersedes and has merged into this Amendment all prior oral and written agreements  on the same subjects by and between the parties hereto with the effect that this Amendment shall  control with respect to the specific subjects hereof and thereof.  Section 9. Severability.  Whenever possible, each provision of this Amendment and  the other Amendment Documents and any other statement, instrument, or transaction  contemplated thereby or relating thereto shall be interpreted so as to be effective, valid, and  enforceable under the applicable law of any jurisdiction, but if any provision of this Amendment,  the other Amendment Documents, or any other statement, instrument or transaction  contemplated thereby or relating thereto is held to be prohibited, invalid, or unenforceable under  the applicable law, such provision shall be ineffective in such jurisdiction only to the extent of  such prohibition, invalidity, or unenforceability, without invalidating or rendering unenforceable  the remainder of such provision or the remaining provisions of this Amendment, the other  Amendment Documents, or any other statement, instrument or transaction contemplated thereby  or relating thereto in such jurisdiction, or affecting the effectiveness, validity, or enforceability of  such provision in any other jurisdiction.  Section 10. Successors.  The Amendment Documents shall be binding upon the  Borrower, the Bank, and their respective successors and assigns and shall inure to the benefit of  the Borrower, the Bank, and the Bank’s successors and assigns.  Section 11. Legal Expenses.  As provided in Section 8.2 of the Credit Agreement, the  Borrower shall pay or reimburse the Bank, upon execution of this Amendment, for all reasonable  out-of-pocket expenses paid or incurred by the Bank, including filing and recording costs and  fees, charges and disbursements of outside counsel to the Bank and/or the allocated costs of in- house counsel incurred from time to time, in connection with the Credit Agreement, including in  connection with the negotiation, preparation, execution, collection, and enforcement of the  Amendment Documents and all other documents negotiated, prepared, and executed in  connection with the Amendment Documents, and in enforcing the obligations of the Borrower  under the Amendment Documents, and to pay and save the Bank harmless from all liability for  any stamp or other taxes that may be payable with respect to the execution or delivery of the  Amendment Documents, which obligations of the Borrower shall survive any termination of the  Credit Agreement.  Section 12. Headings.  The headings of various sections of this Amendment have  been inserted for reference only and shall not be deemed to be a part of this Amendment.  Section 13. Counterparts.  The Amendment Documents may be executed in several  counterparts as deemed necessary or convenient, each of which, when so executed, shall be  deemed an original, provided that all such counterparts shall be regarded as one and the same  document.  





 






6    Section 14. Governing Law.  THE AMENDMENT DOCUMENTS SHALL BE  GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT  GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT  TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING  COMPANIES, AND THEIR AFFILIATES.  Section 15. Acknowledgement and Release.  IN ORDER TO INDUCE THE BANK  TO ENTER INTO THIS AMENDMENT, THE BORROWER: (A) REPRESENTS AND  WARRANTS TO THE BANK THAT NO EVENTS HAVE TAKEN PLACE AND NO  CIRCUMSTANCES EXIST AT THE DATE HEREOF WHICH WOULD GIVE THE  BORROWER THE RIGHT TO ASSERT A DEFENSE, OFFSET OR COUNTERCLAIM TO  ANY CLAIM BY THE BANK FOR PAYMENT OF THE OBLIGATIONS; AND (B)  HEREBY RELEASES AND FOREVER DISCHARGES THE BANK AND ITS  SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND  PARTICIPANTS FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS,  PROCEEDINGS, DEBTS, SUMS OF MONEY, COVENANTS, CONTRACTS,  CONTROVERSIES, CLAIMS AND DEMANDS, AT LAW OR IN EQUITY, WHICH THE  BORROWER EVER HAD OR NOW HAS AGAINST THE BANK OR ANY OF ITS  SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR  PARTICIPANTS BY VIRTUE OF THEIR RELATIONSHIP TO THE BORROWER IN  CONNECTION WITH THIS AMENDMENT, THE CREDIT AGREEMENT, THE LOAN  DOCUMENTS AND TRANSACTIONS RELATED THERETO.    [The next page is the signature page.]  





 






[Signature page to Seventh Amendment to Credit Agreement]  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be  executed as of the date and year first above written.  MIDWESTONE FINANCIAL GROUP, INC.  By:   s:/ CHARLES N. FUNK                           Name:  Charles N. Funk  Title:  Chief Executive Officer      U.S. BANK NATIONAL ASSOCIATION       By: s:/ WILLIAM P. DORAN                          Name:  William P. Doran  Title:  Vice President     





 






B-1  EXHIBIT B TO  CREDIT AGREEMENT AND SEVENTH AMENDMENT THERETO  FORM OF COMPLIANCE CERTIFICATE  See attached.  





 






  B-2  COMPLIANCE CERTIFICATE  For use from and after December 11, 2020  To:  U.S. Bank National Association:  THE UNDERSIGNED HEREBY CERTIFIES THAT:  (1) I am the duly elected chief financial officer of MidWestOne Financial Group, Inc.  (the “Borrower”);  (2) I have reviewed the terms of the Credit Agreement dated as of April 30, 2015,  between the Borrower and U.S. Bank National Association (as amended, restated, or otherwise  modified from time to time, the “Credit Agreement”) and I have made, or have caused to be  made under my supervision, a detailed review of the transactions and conditions of the Borrower  during the accounting period covered by the Attachment hereto;  (3) The examination described in paragraph (2) did not disclose, and I have no  knowledge, whether arising out of such examinations or otherwise, of the existence of any  condition or event that constitutes, a Default or an Event of Default (as such terms are defined in  the Credit Agreement) during or at the end of the accounting period covered by the Attachment  hereto or as of the date of this Certificate, except as described below (or on a separate attachment  to this Certificate).  The exceptions, listing, in detail, the nature of the condition or event, the  period during which it has existed, and the action the Borrower has taken, is taking, or proposes  to take with respect to each such condition or event, are as follows:  ____________________________________________________________________________  ____________________________________________________________________________  ____________________________________________________________________________  The foregoing certification, together with the computations in the Attachment hereto and  any financial statement or call report delivered with this Certificate in support hereof, are made  and delivered this ___ day of __________, ______ pursuant to Section 5.1 of the Credit  Agreement.  MIDWESTONE FINANCIAL GROUP,  INC.  By:  ______________________________  Name______________________________  Title: ______________________________     





 






B-3  ATTACHMENT TO COMPLIANCE CERTIFICATE  AS OF ______________, ____WHICH PERTAINS  TO THE PERIOD FROM ________________, ______  TO ________________, _______  Sections identified below are Sections of the Credit Agreement, to which reference should be  made for a complete description of requirements.  Section 6.14  Non-Performing Loans and OREO to  Tangible Capital of the Subsidiary Banks, on a combined basis   (Maximum: 16.00% as of the last day of the fiscal  quarter ending June 30, 2015 and the  last day of each fiscal quarter thereafter until  December 31, 2018, to be greater than 16.00%,  and as of the last day of the fiscal quarter ending from  and after March 31, 2019, to be greater than 15.00 %.)     %  Section 6.15  The Loan Loss Reserves of the Subsidiary Bank,   on a combined basis to Non-Performing Loans of  the Subsidiary Banks, on a combined basis   (Minimum: 60.00 % as of the last day of the fiscal  quarter ending March 31, 2020 and the  last day of each fiscal quarter thereafter)        %  Section 6.16  Total Risk-Based Capital Ratio of the combined  Subsidiary Banks          %  (Minimum: 11.00 % as of the last day of the fiscal  quarter ending December 31, 2020 and the  last day of each fiscal quarter thereafter)    Section 6.17  Each Subsidiary Bank [is] / [is not] “well capitalized.”  [The following Subsidiary Bank(s) [is/are] not “well capitalized:   .]  Section 6.18  Fixed Charge Coverage Ratio of the Borrower  (Minimum: 1.25 to 1.0)            to 1.0