exhibit1019.htm


    FIRST AMENDMENT AND WAIVER
TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as
of November 30, 2007 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 an Amended and Restated
Credit Agreement dated as of June 8, 2007 (as hereto amended, the “Credit Agreement”);
and

     

    WHEREAS,
the Borrower, the Agent and the Banks wish to make certain 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 November 30, 2007, 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 3
hereof.

     

    2. Amendment.  Section 7.4(h)
of the Credit Agreement is hereby amended to state in its entirety as
follows:

     

    (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”, any portion of non-performing loans
guaranteed by a governmental entity of the United States of America (including
the United States Department of Agriculture and the United States Small Business
Administration) and other repossessed assets) of not less than ninety
percent (90%).

     

    3. 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 6 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) The
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.

     

    4. Effective Date
Notice.  Promptly following the occurrence of the Effective
Date, the Agent shall give notice to the parties of the occurrence of the
Effective Date, which notice shall be conclusive, and the parties may rely
thereon; provided, that such notice shall not 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 3 to be
satisfied.

     

    5. 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.

     

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

     

    (a) No
Breach.  The execution, delivery and performance of this
Amendment will not conflict with or result in a breach of, or cause the creation
of a Lien or require any consent under, the articles of incorporation or bylaws
of the Borrower, or any applicable law or regulation, or any order, 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.

     

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

     

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

     

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

     

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

     

    /s/ John
K. Schmidt

    EVP, COO & CFO

     

    


     

    THE
NORTHERN TRUST COMPANY,

    as
Agent

     

    /s/ Lisa
McDermott

    VP

     

    


     

    BANKS:

     

    THE
NORTHERN TRUST COMPANY

        

                                    /s/ Lisa
McDermott

                                    VP


    


     

    HARRIS N.A. (successor by
merger with Harris Trust and Savings Bank)

     

    /s/
Thomas J.
Wilson                                                             

    Vice
President


     

    WELLS
FARGO BANK, N.A.,

     

    /s/
Leighton Kor

    Vice
President

    


     

    U.S.
BANK NATIONAL ASSOCIATION

     

    /s/ Noel
Licht

    Assistant Vice President



    GUARANTOR
ACKNOWLEDGMENT

     

    


     

    The
undersigned Guarantor hereby acknowledges and consents to the Borrower’s
execution of this Amendment.

     

    CITIZENS
FINANCE CO.

     

    /s/ John
K. Schmidt

    EVP, COO & CFO