x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Yes
|
x
|
|
No
|
¨
|
Yes
|
¨
|
|
No
|
¨
|
Large accelerated filer
|
¨
|
Accelerated Filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
(Do not check if a smaller reporting company)
|
|
Yes
|
¨
|
|
No
|
x
|
Part I
|
|
Part II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
(Dollars and number of shares in thousands, except per share data)
|
March 31, 2011
|
|
March 31, 2010
|
||||
Net income attributable to Heartland
|
$
|
4,237
|
|
|
$
|
5,347
|
|
Preferred dividends and discount
|
(1,336
|
)
|
|
(1,336
|
)
|
||
Net income available to common stockholders
|
$
|
2,901
|
|
|
$
|
4,011
|
|
Weighted average common shares outstanding for basic earnings per share
|
16,408
|
|
|
16,349
|
|
||
Assumed incremental common shares issued upon exercise of stock options
|
149
|
|
|
87
|
|
||
Weighted average common shares for diluted earnings per share
|
16,557
|
|
|
16,436
|
|
||
Earnings per common share — basic
|
$
|
0.18
|
|
|
$
|
0.25
|
|
Earnings per common share — diluted
|
$
|
0.18
|
|
|
$
|
0.24
|
|
Number of antidilutive stock options excluded from diluted earnings per share computation
|
562
|
|
|
573
|
|
|
2011
|
|
2010
|
||||||||||
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
||||||
Outstanding at January 1
|
672,721
|
|
|
$
|
20.27
|
|
|
704,471
|
|
|
$
|
20.02
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(30,250
|
)
|
|
10.03
|
|
|
(10,500
|
)
|
|
12.00
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding at March 31
|
642,471
|
|
|
$
|
20.76
|
|
|
693,971
|
|
|
$
|
20.14
|
|
Options exercisable at March 31
|
499,370
|
|
|
$
|
20.44
|
|
|
413,570
|
|
|
$
|
18.61
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||
|
March 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||
|
Impaired
Purchased
Loans
|
|
Nonimpaired
Purchased
Loans
|
|
Total
Covered
Loans
|
|
Impaired
Purchased
Loans
|
|
Nonimpaired
Purchased
Loans
|
|
Total
Covered
Loans
|
||||||||||||
Commercial and commercial real estate
|
$
|
4,238
|
|
|
$
|
5,130
|
|
|
$
|
9,368
|
|
|
$
|
4,256
|
|
|
$
|
5,800
|
|
|
$
|
10,056
|
|
Residential real estate
|
—
|
|
|
5,291
|
|
|
5,291
|
|
|
—
|
|
|
5,792
|
|
|
5,792
|
|
||||||
Agricultural and agricultural real estate
|
379
|
|
|
2,249
|
|
|
2,628
|
|
|
379
|
|
|
2,344
|
|
|
2,723
|
|
||||||
Consumer loans
|
675
|
|
|
1,239
|
|
|
1,914
|
|
|
690
|
|
|
1,539
|
|
|
2,229
|
|
||||||
Total Covered Loans
|
$
|
5,292
|
|
|
$
|
13,909
|
|
|
$
|
19,201
|
|
|
$
|
5,325
|
|
|
$
|
15,475
|
|
|
$
|
20,800
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
March 31, 2011
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
$
|
225,703
|
|
|
$
|
2,057
|
|
|
$
|
(919
|
)
|
|
$
|
226,841
|
|
Mortgage-backed securities
|
652,945
|
|
|
15,175
|
|
|
(5,775
|
)
|
|
662,345
|
|
||||
Obligations of states and political subdivisions
|
253,433
|
|
|
5,763
|
|
|
(3,092
|
)
|
|
256,104
|
|
||||
Corporate debt securities
|
16,147
|
|
|
—
|
|
|
(982
|
)
|
|
15,165
|
|
||||
Total debt securities
|
1,148,228
|
|
|
22,995
|
|
|
(10,768
|
)
|
|
1,160,455
|
|
||||
Equity securities
|
23,593
|
|
|
511
|
|
|
—
|
|
|
24,104
|
|
||||
Total
|
$
|
1,171,821
|
|
|
$
|
23,506
|
|
|
$
|
(10,768
|
)
|
|
$
|
1,184,559
|
|
December 31, 2010
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
$
|
316,758
|
|
|
$
|
4,392
|
|
|
$
|
(1,143
|
)
|
|
$
|
320,007
|
|
Mortgage-backed securities
|
586,796
|
|
|
17,455
|
|
|
(4,211
|
)
|
|
600,040
|
|
||||
Obligations of states and political subdivisions
|
244,368
|
|
|
4,235
|
|
|
(4,140
|
)
|
|
244,463
|
|
||||
Corporate debt securities
|
16,142
|
|
|
—
|
|
|
(1,168
|
)
|
|
14,974
|
|
||||
Total debt securities
|
1,164,064
|
|
|
26,082
|
|
|
(10,662
|
)
|
|
1,179,484
|
|
||||
Equity securities
|
24,743
|
|
|
472
|
|
|
—
|
|
|
25,215
|
|
||||
Total
|
$
|
1,188,807
|
|
|
$
|
26,554
|
|
|
$
|
(10,662
|
)
|
|
$
|
1,204,699
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
March 31, 2011
|
|
|
|
|
|
|
|
||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
$
|
9,633
|
|
|
$
|
140
|
|
|
$
|
(977
|
)
|
|
$
|
8,796
|
|
Obligations of states and political subdivisions
|
49,795
|
|
|
—
|
|
|
(221
|
)
|
|
49,574
|
|
||||
Total
|
$
|
59,428
|
|
|
$
|
140
|
|
|
$
|
(1,198
|
)
|
|
$
|
58,370
|
|
December 31, 2010
|
|
|
|
|
|
|
|
||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
$
|
9,825
|
|
|
$
|
145
|
|
|
$
|
(993
|
)
|
|
$
|
8,977
|
|
Obligations of states and political subdivisions
|
49,796
|
|
|
—
|
|
|
(163
|
)
|
|
49,633
|
|
||||
Total
|
$
|
59,621
|
|
|
$
|
145
|
|
|
$
|
(1,156
|
)
|
|
$
|
58,610
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
March 31, 2011
|
|||||||||||||||||||||||
U.S. government corporations and agencies
|
$
|
96,079
|
|
|
$
|
(919
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
96,079
|
|
|
$
|
(919
|
)
|
Mortgage-backed securities
|
157,323
|
|
|
(5,055
|
)
|
|
6,369
|
|
|
(720
|
)
|
|
163,692
|
|
|
(5,775
|
)
|
||||||
Obligations of states and political subdivisions
|
78,677
|
|
|
(2,836
|
)
|
|
2,760
|
|
|
(256
|
)
|
|
81,437
|
|
|
(3,092
|
)
|
||||||
Corporate debt securities
|
15,165
|
|
|
(982
|
)
|
|
—
|
|
|
—
|
|
|
15,165
|
|
|
(982
|
)
|
||||||
Total debt securities
|
347,244
|
|
|
(9,792
|
)
|
|
9,129
|
|
|
(976
|
)
|
|
356,373
|
|
|
(10,768
|
)
|
||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total temporarily impaired securities
|
$
|
347,244
|
|
|
$
|
(9,792
|
)
|
|
$
|
9,129
|
|
|
$
|
(976
|
)
|
|
$
|
356,373
|
|
|
$
|
(10,768
|
)
|
December 31, 2010
|
|||||||||||||||||||||||
U.S. government corporations and agencies
|
$
|
107,583
|
|
|
$
|
(1,143
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
107,583
|
|
|
$
|
(1,143
|
)
|
Mortgage-backed securities
|
104,724
|
|
|
(2,765
|
)
|
|
11,984
|
|
|
(1,446
|
)
|
|
116,708
|
|
|
(4,211
|
)
|
||||||
Obligations of states and political subdivisions
|
109,387
|
|
|
(3,995
|
)
|
|
763
|
|
|
(145
|
)
|
|
110,150
|
|
|
(4,140
|
)
|
||||||
Corporate debt securities
|
14,974
|
|
|
(1,168
|
)
|
|
—
|
|
|
—
|
|
|
14,974
|
|
|
(1,168
|
)
|
||||||
Total debt securities
|
336,668
|
|
|
(9,071
|
)
|
|
12,747
|
|
|
(1,591
|
)
|
|
349,415
|
|
|
(10,662
|
)
|
||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total temporarily impaired securities
|
$
|
336,668
|
|
|
$
|
(9,071
|
)
|
|
$
|
12,747
|
|
|
$
|
(1,591
|
)
|
|
$
|
349,415
|
|
|
$
|
(10,662
|
)
|
(Dollars in thousands)
|
|
|
|
|
||||
|
|
March 31, 2011
|
|
December 31, 2010
|
||||
Loans and leases receivable held to maturity:
|
|
|
|
|
||||
Commercial
|
|
$
|
605,654
|
|
|
$
|
558,031
|
|
Commercial real estate
|
|
1,121,876
|
|
|
1,160,962
|
|
||
Residential real estate
|
|
169,513
|
|
|
163,726
|
|
||
Agricultural and agricultural real estate
|
|
253,189
|
|
|
250,943
|
|
||
Consumer
|
|
214,682
|
|
|
214,515
|
|
||
Gross loans receivable held to maturity
|
|
2,364,914
|
|
|
2,348,177
|
|
||
Net direct financing leases held to maturity
|
|
876
|
|
|
981
|
|
||
Gross loans and leases receivable held to maturity
|
|
2,365,790
|
|
|
2,349,158
|
|
||
Unearned discount
|
|
(2,409
|
)
|
|
(2,581
|
)
|
||
Deferred loan fees
|
|
(2,777
|
)
|
|
(2,590
|
)
|
||
Total net loans and leases receivable held to maturity
|
|
2,360,604
|
|
|
2,343,987
|
|
||
Loans covered under loss share agreements:
|
|
|
|
|
||||
Commercial and commercial real estate
|
|
9,368
|
|
|
10,056
|
|
||
Residential real estate
|
|
5,291
|
|
|
5,792
|
|
||
Agricultural and agricultural real estate
|
|
2,628
|
|
|
2,723
|
|
||
Consumer
|
|
1,914
|
|
|
2,229
|
|
||
Total loans covered under loss share agreements
|
|
19,201
|
|
|
20,800
|
|
||
Allowance for loan and lease losses
|
|
(43,271
|
)
|
|
(42,693
|
)
|
||
Loans and leases receivable, net
|
|
$
|
2,336,534
|
|
|
$
|
2,322,094
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due |
|
90 Days or More Past Due
|
|
Total
Past Due
|
|
Current
|
|
Nonaccrual
|
|
Total Loans and Leases
|
||||||||||||||
March 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
1,162
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,162
|
|
|
$
|
597,227
|
|
|
$
|
7,265
|
|
|
$
|
605,654
|
|
Commercial real estate
|
3,219
|
|
|
176
|
|
|
3,038
|
|
|
6,433
|
|
|
1,051,896
|
|
|
63,547
|
|
|
1,121,876
|
|
|||||||
Total commercial and commercial real estate
|
4,381
|
|
|
176
|
|
|
3,038
|
|
|
7,595
|
|
|
1,649,123
|
|
|
70,812
|
|
|
1,727,530
|
|
|||||||
Residential real estate
|
1,308
|
|
|
—
|
|
|
—
|
|
|
1,308
|
|
|
158,798
|
|
|
9,407
|
|
|
169,513
|
|
|||||||
Agricultural and agricultural real estate
|
550
|
|
|
445
|
|
|
—
|
|
|
995
|
|
|
249,872
|
|
|
2,322
|
|
|
253,189
|
|
|||||||
Consumer
|
2,489
|
|
|
365
|
|
|
—
|
|
|
2,854
|
|
|
206,399
|
|
|
5,429
|
|
|
214,682
|
|
|||||||
Lease financing
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
876
|
|
|
—
|
|
|
876
|
|
||||||||
Total gross loans and leases receivable held to maturity
|
$
|
8,728
|
|
|
$
|
986
|
|
|
$
|
3,038
|
|
|
$
|
12,752
|
|
|
$
|
2,265,068
|
|
|
$
|
87,970
|
|
|
$
|
2,365,790
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
895
|
|
|
$
|
282
|
|
|
$
|
—
|
|
|
$
|
1,177
|
|
|
$
|
547,740
|
|
|
$
|
9,114
|
|
|
$
|
558,031
|
|
Commercial real estate
|
5,328
|
|
|
2,940
|
|
|
85
|
|
|
8,353
|
|
|
1,087,075
|
|
|
65,534
|
|
|
1,160,962
|
|
|||||||
Total commercial and commercial real estate
|
6,223
|
|
|
3,222
|
|
|
85
|
|
|
9,530
|
|
|
1,634,815
|
|
|
74,648
|
|
|
1,718,993
|
|
|||||||
Residential real estate
|
2,482
|
|
|
—
|
|
|
—
|
|
|
2,482
|
|
|
151,734
|
|
|
9,510
|
|
|
163,726
|
|
|||||||
Agricultural and agricultural real estate
|
283
|
|
|
292
|
|
|
—
|
|
|
575
|
|
|
248,698
|
|
|
1,670
|
|
|
250,943
|
|
|||||||
Consumer
|
2,369
|
|
|
628
|
|
|
—
|
|
|
2,997
|
|
|
206,834
|
|
|
4,684
|
|
|
214,515
|
|
|||||||
Lease financing
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
981
|
|
|
—
|
|
|
981
|
|
||||||||
Total gross loans and leases receivable held to maturity
|
$
|
11,357
|
|
|
$
|
4,142
|
|
|
$
|
85
|
|
|
$
|
15,584
|
|
|
$
|
2,243,062
|
|
|
$
|
90,512
|
|
|
$
|
2,349,158
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Unpaid Contractual Balance
|
|
Loan Balance
|
|
Related Allowance Recorded
|
|
Year-to-Date Avg. Loan Balance
|
|
Year-to-Date Interest Income Recognized
|
||||||||||
Impaired loans with a related allowance
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
14,936
|
|
|
$
|
14,936
|
|
|
$
|
2,837
|
|
|
$
|
15,471
|
|
|
$
|
481
|
|
Commercial real estate
|
35,365
|
|
|
35,282
|
|
|
7,127
|
|
|
36,545
|
|
|
1,394
|
|
|||||
Total commercial and commercial real estate
|
50,301
|
|
|
50,218
|
|
|
9,964
|
|
|
52,016
|
|
|
1,875
|
|
|||||
Residential real estate
|
2,577
|
|
|
2,415
|
|
|
659
|
|
|
1,390
|
|
|
7
|
|
|||||
Agricultural and agricultural real estate
|
3,911
|
|
|
3,911
|
|
|
512
|
|
|
3,707
|
|
|
181
|
|
|||||
Consumer
|
2,445
|
|
|
2,431
|
|
|
1,026
|
|
|
1,740
|
|
|
70
|
|
|||||
Total loans held to maturity
|
$
|
59,234
|
|
|
$
|
58,975
|
|
|
$
|
12,161
|
|
|
$
|
58,853
|
|
|
$
|
2,133
|
|
Impaired loans without a related allowance
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
4,378
|
|
|
$
|
1,662
|
|
|
$
|
—
|
|
|
$
|
1,722
|
|
|
$
|
1
|
|
Commercial real estate
|
92,979
|
|
|
70,059
|
|
|
—
|
|
|
72,567
|
|
|
1,026
|
|
|||||
Total commercial and commercial real estate
|
97,357
|
|
|
71,721
|
|
|
—
|
|
|
74,289
|
|
|
1,027
|
|
|||||
Residential real estate
|
3,515
|
|
|
3,035
|
|
|
—
|
|
|
1,748
|
|
|
47
|
|
|||||
Agricultural and agricultural real estate
|
12,401
|
|
|
12,344
|
|
|
—
|
|
|
11,701
|
|
|
391
|
|
|||||
Consumer
|
1,458
|
|
|
1,109
|
|
|
—
|
|
|
793
|
|
|
2
|
|
|||||
Total loans held to maturity
|
$
|
114,731
|
|
|
$
|
88,209
|
|
|
$
|
—
|
|
|
$
|
88,531
|
|
|
$
|
1,467
|
|
Total impaired loans held to maturity
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
19,314
|
|
|
$
|
16,598
|
|
|
$
|
2,837
|
|
|
$
|
17,193
|
|
|
$
|
482
|
|
Commercial real estate
|
128,344
|
|
|
105,341
|
|
|
7,127
|
|
|
109,112
|
|
|
2,420
|
|
|||||
Total commercial and commercial real estate
|
147,658
|
|
|
121,939
|
|
|
9,964
|
|
|
126,305
|
|
|
2,902
|
|
|||||
Residential real estate
|
6,092
|
|
|
5,450
|
|
|
659
|
|
|
3,138
|
|
|
54
|
|
|||||
Agricultural and agricultural real estate
|
16,312
|
|
|
16,255
|
|
|
512
|
|
|
15,408
|
|
|
572
|
|
|||||
Consumer
|
3,903
|
|
|
3,540
|
|
|
1,026
|
|
|
2,533
|
|
|
72
|
|
|||||
Total impaired loans held to maturity
|
$
|
173,965
|
|
|
$
|
147,184
|
|
|
$
|
12,161
|
|
|
$
|
147,384
|
|
|
$
|
3,600
|
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||
|
|
Commercial
|
|
Commercial Real Estate
|
|
Agricultural
|
|
Residential Real Estate
|
|
Consumer
|
|
Leases
|
|
Unallocated
|
|
Total
|
||||||||||||||||
Balance at December 31, 2010
|
|
$
|
10,525
|
|
|
$
|
20,316
|
|
|
$
|
2,147
|
|
|
$
|
2,381
|
|
|
$
|
6,315
|
|
|
$
|
9
|
|
|
$
|
1,000
|
|
|
$
|
42,693
|
|
Charge-offs
|
|
(1,387
|
)
|
|
(7,104
|
)
|
|
(72
|
)
|
|
(613
|
)
|
|
(847
|
)
|
|
—
|
|
|
—
|
|
|
(10,023
|
)
|
||||||||
Recoveries
|
|
69
|
|
|
374
|
|
|
—
|
|
|
2
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
592
|
|
||||||||
Provision
|
|
1,437
|
|
|
8,201
|
|
|
(93
|
)
|
|
566
|
|
|
887
|
|
|
11
|
|
|
(1,000
|
)
|
|
10,009
|
|
||||||||
Balance at
March 31, 2011
|
|
$
|
10,644
|
|
|
$
|
21,787
|
|
|
$
|
1,982
|
|
|
$
|
2,336
|
|
|
$
|
6,502
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
43,271
|
|
|
March 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
||||||||
Core deposit intangibles
|
$
|
9,957
|
|
|
$
|
8,466
|
|
|
$
|
9,957
|
|
|
$
|
8,345
|
|
Mortgage servicing rights
|
15,869
|
|
|
4,539
|
|
|
15,297
|
|
|
4,087
|
|
||||
Customer relationship intangible
|
1,177
|
|
|
558
|
|
|
1,177
|
|
|
533
|
|
||||
Total
|
$
|
27,003
|
|
|
$
|
13,563
|
|
|
$
|
26,431
|
|
|
$
|
12,965
|
|
Unamortized intangible assets
|
|
|
$
|
13,440
|
|
|
|
|
$
|
13,466
|
|
|
Core
Deposit
Intangibles
|
|
Mortgage
Servicing
Rights
|
|
Customer
Relationship
Intangible
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Nine months ending December 31, 2011
|
$
|
349
|
|
|
$
|
2,577
|
|
|
$
|
74
|
|
|
$
|
3,000
|
|
Year ending December 31,
|
|
|
|
|
|
|
|
||||||||
2012
|
441
|
|
|
3,501
|
|
|
55
|
|
|
3,997
|
|
||||
2013
|
423
|
|
|
2,626
|
|
|
45
|
|
|
3,094
|
|
||||
2014
|
184
|
|
|
1,751
|
|
|
43
|
|
|
1,978
|
|
||||
2015
|
15
|
|
|
875
|
|
|
42
|
|
|
932
|
|
||||
2016
|
14
|
|
|
—
|
|
|
41
|
|
|
55
|
|
||||
Thereafter
|
65
|
|
|
—
|
|
|
319
|
|
|
384
|
|
|
2011
|
|
2010
|
||||
Balance at January 1
|
$
|
11,210
|
|
|
$
|
9,533
|
|
Originations
|
984
|
|
|
5,778
|
|
||
Amortization
|
(864
|
)
|
|
(4,101
|
)
|
||
Balance at March 31
|
$
|
11,330
|
|
|
$
|
11,210
|
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
March 31, 2011
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
460
|
|
|
$
|
460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available for sale
|
1,184,559
|
|
|
226,841
|
|
|
953,060
|
|
|
4,658
|
|
||||
Total assets at fair value
|
$
|
1,185,019
|
|
|
$
|
227,301
|
|
|
$
|
953,060
|
|
|
$
|
4,658
|
|
Derivative liabilities
|
$
|
1,443
|
|
|
$
|
—
|
|
|
$
|
1,443
|
|
|
$
|
—
|
|
Total liabilities at fair value
|
$
|
1,443
|
|
|
$
|
—
|
|
|
$
|
1,443
|
|
|
$
|
—
|
|
December 31, 2010
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
244
|
|
|
$
|
244
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available for sale
|
1,204,699
|
|
|
320,008
|
|
|
880,015
|
|
|
4,676
|
|
||||
Total assets at fair value
|
$
|
1,204,943
|
|
|
$
|
320,252
|
|
|
$
|
880,015
|
|
|
$
|
4,676
|
|
Derivative liabilities
|
$
|
2,122
|
|
|
$
|
—
|
|
|
$
|
2,122
|
|
|
$
|
—
|
|
Total liabilities at fair value
|
$
|
2,122
|
|
|
$
|
—
|
|
|
$
|
2,122
|
|
|
$
|
—
|
|
|
For the Three Months Ended
|
|
For the Year Ended
|
||||
|
March 31, 2011
|
|
December 31, 2010
|
||||
|
Fair Value
|
|
Fair Value
|
||||
Balance at January 1,
|
$
|
4,676
|
|
|
$
|
1,535
|
|
Redemptions
|
(1,397
|
)
|
|
(45
|
)
|
||
Market value appreciation
|
1,379
|
|
|
3,186
|
|
||
Balance at March 31,
|
$
|
4,658
|
|
|
$
|
4,676
|
|
|
Carrying Value at
|
|
Three Months Ended
|
||||||||||||||||
|
March 31, 2011
|
|
March 31, 2011
|
||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Losses
|
||||||||||
Impaired loans
|
$
|
135,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
135,663
|
|
|
$
|
8,563
|
|
OREO
|
35,007
|
|
|
—
|
|
|
—
|
|
|
35,007
|
|
|
831
|
|
|
Carrying Value at
|
|
Year Ended
|
||||||||||||||||
|
December 31, 2010
|
|
December 31, 2010
|
||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Losses
|
||||||||||
Impaired loans
|
$
|
147,184
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
147,184
|
|
|
$
|
27,492
|
|
OREO
|
32,002
|
|
|
—
|
|
|
—
|
|
|
32,002
|
|
|
11,711
|
|
•
|
Heartland has experienced an increase in net charge-offs and nonperforming loans during the past three years.
|
•
|
The collateral securing many of Heartland's loans experienced rapid and significant devaluation with the recession starting in 2008.
|
•
|
Some of Heartland's borrowers experienced, and may be continuing to experience, financial hardship as a result of the recession.
|
•
|
Heartland has experienced growth in more complex commercial loans as compared to relatively lower-risk residential real estate loans.
|
•
|
Significant under-performance relative to expected historical or projected future operating results.
|
•
|
Significant changes in the manner of use of the acquired assets or the strategy for the overall business.
|
•
|
Significant negative industry or economic trends.
|
•
|
Significant decline in Heartland's stock price for a sustained period; and market capitalization relative to net book value.
|
•
|
For intangible assets and long-lived assets, if the carrying value of the asset exceeds the undiscounted cash flows from such asset.
|
|
Three Months Ended
|
|
|
|||||||||||
|
March 31,
2011 |
|
March 31,
2010 |
|
Change
|
|
% Change
|
|||||||
NONINTEREST INCOME:
|
|
|
|
|
|
|
|
|||||||
Service charges and fees, net
|
$
|
3,361
|
|
|
$
|
3,204
|
|
|
$
|
157
|
|
|
5
|
%
|
Loan servicing income
|
1,549
|
|
|
1,427
|
|
|
122
|
|
|
9
|
|
|||
Trust fees
|
2,479
|
|
|
2,181
|
|
|
298
|
|
|
14
|
|
|||
Brokerage and insurance commissions
|
848
|
|
|
712
|
|
|
136
|
|
|
19
|
|
|||
Securities gains, net
|
2,089
|
|
|
1,456
|
|
|
633
|
|
|
43
|
|
|||
Gain on trading account securities, net
|
216
|
|
|
48
|
|
|
168
|
|
|
350
|
|
|||
Gains on sale of loans
|
1,402
|
|
|
798
|
|
|
604
|
|
|
76
|
|
|||
Income on bank owned life insurance
|
403
|
|
|
314
|
|
|
89
|
|
|
28
|
|
|||
Other noninterest income
|
261
|
|
|
453
|
|
|
(192
|
)
|
|
(42
|
)
|
|||
TOTAL NONINTEREST INCOME
|
$
|
12,608
|
|
|
$
|
10,593
|
|
|
$
|
2,015
|
|
|
19
|
%
|
|
Three Months Ended
|
|
|
|||||||||||
|
March 31,
2011 |
|
March 31,
2010 |
|
Change
|
|
% Change
|
|||||||
NONINTEREST EXPENSES:
|
|
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
$
|
18,186
|
|
|
$
|
15,423
|
|
|
$
|
2,763
|
|
|
18
|
%
|
Occupancy
|
2,386
|
|
|
2,294
|
|
|
92
|
|
|
4
|
|
|||
Furniture and equipment
|
1,409
|
|
|
1,447
|
|
|
(38
|
)
|
|
(3
|
)
|
|||
Professional fees
|
3,019
|
|
|
2,211
|
|
|
808
|
|
|
37
|
|
|||
FDIC insurance assessments
|
1,345
|
|
|
1,420
|
|
|
(75
|
)
|
|
(5
|
)
|
|||
Advertising
|
850
|
|
|
814
|
|
|
36
|
|
|
4
|
|
|||
Intangible assets amortization
|
146
|
|
|
151
|
|
|
(5
|
)
|
|
(3
|
)
|
|||
Net loss on repossessed assets
|
1,632
|
|
|
2,064
|
|
|
(432
|
)
|
|
(21
|
)
|
|||
Other noninterest expenses
|
3,914
|
|
|
3,077
|
|
|
837
|
|
|
27
|
|
|||
TOTAL NONINTEREST EXPENSES
|
$
|
32,887
|
|
|
$
|
28,901
|
|
|
$
|
3,986
|
|
|
14
|
%
|
LOAN PORTFOLIO
(Dollars in thousands)
|
|||||||||||||
|
March 31, 2011
|
|
December 31, 2010
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Loans and leases receivable held to maturity:
|
|
|
|
|
|
|
|
||||||
Commercial
|
$
|
605,654
|
|
|
25.60
|
%
|
|
$
|
558,031
|
|
|
23.75
|
%
|
Commercial real estate
|
1,121,876
|
|
|
47.42
|
|
|
1,160,962
|
|
|
49.43
|
|
||
Residential mortgage
|
169,513
|
|
|
7.17
|
|
|
163,726
|
|
|
6.97
|
|
||
Agricultural and agricultural real estate
|
253,189
|
|
|
10.70
|
|
|
250,943
|
|
|
10.68
|
|
||
Consumer
|
214,682
|
|
|
9.07
|
|
|
214,515
|
|
|
9.13
|
|
||
Lease financing, net
|
876
|
|
|
0.04
|
|
|
981
|
|
|
0.04
|
|
||
Gross loans and leases receivable held to maturity
|
2,365,790
|
|
|
100.00
|
%
|
|
2,349,158
|
|
|
100.00
|
%
|
||
Unearned discount
|
(2,409
|
)
|
|
|
|
(2,581
|
)
|
|
|
||||
Deferred loan fees
|
(2,777
|
)
|
|
|
|
(2,590
|
)
|
|
|
||||
Total net loans and leases receivable held to maturity
|
2,360,604
|
|
|
|
|
2,343,987
|
|
|
|
||||
Loans covered under loss share agreements:
|
|
|
|
|
|
|
|
||||||
Commercial and commercial real estate
|
$
|
9,368
|
|
|
48.78
|
%
|
|
$
|
10,056
|
|
|
48.34
|
%
|
Residential mortgage
|
5,291
|
|
|
27.56
|
|
|
5,792
|
|
|
27.85
|
|
||
Agricultural and agricultural real estate
|
2,628
|
|
|
13.69
|
|
|
2,723
|
|
|
13.09
|
|
||
Consumer
|
1,914
|
|
|
9.97
|
|
|
2,229
|
|
|
10.72
|
|
||
Total loans covered under loss share agreements
|
19,201
|
|
|
100.00
|
%
|
|
20,800
|
|
|
100.00
|
%
|
||
Allowance for loan and lease losses
|
(43,271
|
)
|
|
|
|
(42,693
|
)
|
|
|
||||
Loans and leases receivable, net
|
$
|
2,336,534
|
|
|
|
|
$
|
2,322,094
|
|
|
|
|
LOANS SECURED BY REAL ESTATE
(Dollars in thousands)
|
|
|
|
||||
|
March 31, 2011
|
|
December 31, 2010
|
||||
Residential real estate, excluding residential construction and residential lot loans
|
$
|
379,000
|
|
|
$
|
389,790
|
|
Agriculture
|
199,981
|
|
|
201,750
|
|
||
Industrial, manufacturing, business and commercial
|
189,815
|
|
|
186,558
|
|
||
Land development and lots
|
145,619
|
|
|
152,658
|
|
||
Retail
|
160,031
|
|
|
168,916
|
|
||
Office
|
136,407
|
|
|
124,041
|
|
||
Hotel, resort and hospitality
|
93,174
|
|
|
97,442
|
|
||
Warehousing
|
63,354
|
|
|
65,196
|
|
||
Multi-family
|
58,413
|
|
|
62,886
|
|
||
Food and beverage
|
67,468
|
|
|
68,550
|
|
||
Residential construction
|
40,095
|
|
|
42,564
|
|
||
All other
|
137,176
|
|
|
137,216
|
|
||
Total loans secured by real estate
|
1,670,533
|
|
|
1,697,567
|
|
ANALYSIS OF ALLOWANCE FOR LOAN AND LEASE LOSSES
(Dollars in thousands)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2011
|
|
2010
|
||||
|
|
|
|
||||
Balance at beginning of period
|
$
|
42,693
|
|
|
$
|
41,848
|
|
Provision for loan and lease losses
|
10,009
|
|
|
8,894
|
|
||
Recoveries on loans and leases previously charged off
|
592
|
|
|
377
|
|
||
Charge-offs on loans and leases not covered by loss share agreements
|
(9,785
|
)
|
|
(4,505
|
)
|
||
Charge-offs on loans and leases covered by loss share agreements
|
(238
|
)
|
|
(264
|
)
|
||
Balance at end of period
|
$
|
43,271
|
|
|
$
|
46,350
|
|
Annualized ratio of net charge offs to average loans and leases
|
1.59
|
%
|
|
0.74
|
%
|
NONPERFORMING ASSETS
(Dollars in thousands)
|
|||||||||||||||
|
March 31,
|
|
December 31,
|
||||||||||||
|
2011
|
|
2010
|
|
2010
|
|
2009
|
||||||||
Not covered under loss share agreements:
|
|
|
|
|
|
|
|
||||||||
Nonaccrual loans and leases
|
$
|
87,970
|
|
|
$
|
78,239
|
|
|
$
|
90,512
|
|
|
$
|
78,118
|
|
Loan and leases contractually past due 90 days or more
|
3,038
|
|
|
47
|
|
|
85
|
|
|
17
|
|
||||
Total nonperforming loans and leases
|
91,008
|
|
|
78,286
|
|
|
90,597
|
|
|
78,135
|
|
||||
Other real estate
|
34,532
|
|
|
28,290
|
|
|
31,731
|
|
|
30,205
|
|
||||
Other repossessed assets
|
223
|
|
|
528
|
|
|
302
|
|
|
501
|
|
||||
Total nonperforming assets not covered under loss share agreements
|
$
|
125,763
|
|
|
$
|
107,104
|
|
|
$
|
122,630
|
|
|
$
|
108,841
|
|
Covered under loss share agreements:
|
|
|
|
|
|
|
|
||||||||
Nonaccrual loans and leases
|
$
|
4,564
|
|
|
4,621
|
|
|
$
|
4,901
|
|
|
4,170
|
|
||
Loan and leases contractually past due 90 days or more
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total nonperforming loans and leases
|
4,564
|
|
|
4,621
|
|
|
4,901
|
|
|
4,170
|
|
||||
Other real estate
|
475
|
|
|
362
|
|
|
271
|
|
|
363
|
|
||||
Other repossessed assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total nonperforming assets covered under loss share agreements
|
$
|
5,039
|
|
|
$
|
4,983
|
|
|
$
|
5,172
|
|
|
4,533
|
|
|
Restructured loans
(1)
|
$
|
22,613
|
|
|
21,637
|
|
|
$
|
23,719
|
|
|
$
|
46,656
|
|
|
Nonperforming loans and leases not covered under loss share agreements to total loans and leases
|
3.86
|
%
|
|
3.30
|
%
|
|
3.86
|
%
|
|
3.35
|
%
|
||||
Nonperforming assets not covered under loss share agreements to total loans and leases plus repossessed property
|
5.25
|
%
|
|
4.47
|
%
|
|
5.16
|
%
|
|
4.61
|
%
|
||||
Nonperforming assets not covered under loss share agreements to total assets
|
3.14
|
%
|
|
2.68
|
%
|
|
3.07
|
%
|
|
2.71
|
%
|
||||
|
|
|
|
|
|
|
|
SECURITIES PORTFOLIO COMPOSITION
(Dollars in thousands)
|
|||||||||||||
|
March 31, 2011
|
|
December 31, 2010
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
U.S. government corporations and agencies
|
$
|
226,841
|
|
|
18.23
|
%
|
|
$
|
320,007
|
|
|
25.30
|
%
|
Mortgage-backed securities
|
671,978
|
|
|
54.00
|
|
|
609,865
|
|
|
48.23
|
|
||
Obligation of states and political subdivisions
|
305,899
|
|
|
24.58
|
|
|
294,259
|
|
|
23.27
|
|
||
Other securities
|
39,729
|
|
|
3.19
|
|
|
40,433
|
|
|
3.20
|
|
||
Total securities
|
$
|
1,244,447
|
|
|
100.00
|
%
|
|
$
|
1,264,564
|
|
|
100.00
|
%
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||||
Amount
Issued
|
|
Issuance
Date
|
|
Interest
Rate
|
|
Interest Rate as of
March 31, 2011
(1)
|
|
Maturity
Date
|
|
Callable
Date
|
||
$
|
5,000
|
|
|
8/7/2000
|
|
10.60%
|
|
10.60%
|
|
9/7/2030
|
|
6/7/2011
|
20,000
|
|
|
10/10/2003
|
|
8.25%
|
|
8.25%
|
|
10/10/2033
|
|
6/30/2011
|
|
25,000
|
|
|
3/17/2004
|
|
2.75% over Libor
|
|
3.06%
(2)
|
|
3/17/2034
|
|
6/17/2011
|
|
20,000
|
|
|
1/31/2006
|
|
1.33% over Libor
|
|
1.63%
(3)
|
|
4/7/2036
|
|
4/7/2011
|
|
20,000
|
|
|
6/21/2007
|
|
6.75%
|
|
6.75%
|
|
9/15/2037
|
|
6/15/2012
|
|
20,000
|
|
|
6/26/2007
|
|
1.48% over Libor
|
|
1.79%
(4)
|
|
9/1/2037
|
|
9/1/2012
|
|
$
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Effective weighted average interest rate as of March 31, 2011, was 6.13% due to interest rate swap transactions on the variable rate securities as discussed in Note 8 to Heartland's consolidated financial statements.
|
|
|
(2)
|
Effective interest rate as of March 31, 2011, was 5.33% due to an interest rate swap transaction as discussed in Note 8 to Heartland's consolidated financial statements.
|
|
|
(3)
|
Effective interest rate as of March 31, 2011, was 4.69% due to an interest rate swap transaction as discussed in Note 8 to Heartland's consolidated financial statements.
|
|
|
(4)
|
Effective interest rate as of March 31, 2011, was 4.70% due to an interest rate swap transaction as discussed in Note 8 to Heartland's consolidated financial statements.
|
CAPITAL RATIOS
(Dollars in thousands)
|
|||||||||||||
|
March 31, 2011
|
|
December 31, 2010
|
||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
Risk-Based Capital Ratios
(1)
|
|
|
|
|
|
|
|
||||||
Tier 1 capital
|
$
|
406,470
|
|
|
14.14
|
%
|
|
$
|
403,357
|
|
|
14.06
|
%
|
Tier 1 capital minimum requirement
|
115,022
|
|
|
4.00
|
%
|
|
114,760
|
|
|
4.00
|
%
|
||
Excess
|
$
|
291,448
|
|
|
10.14
|
%
|
|
$
|
288,597
|
|
|
10.06
|
%
|
Total capital
|
$
|
470,567
|
|
|
16.36
|
%
|
|
$
|
465,666
|
|
|
16.23
|
%
|
Total capital minimum requirement
|
230,045
|
|
|
8.00
|
%
|
|
229,521
|
|
|
8.00
|
%
|
||
Excess
|
$
|
240,522.2
|
|
|
8.36
|
%
|
|
$
|
236,145
|
|
|
8.23
|
%
|
Total risk-adjusted assets
|
$
|
2,875,560
|
|
|
|
|
$
|
2,869,010
|
|
|
|
||
Leverage Capital Ratios
(2)
|
|
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
$
|
406,470
|
|
|
10.20
|
%
|
|
$
|
403,357
|
|
|
9.92
|
%
|
Tier 1 capital minimum requirement
(3)
|
159,334
|
|
|
4.00
|
%
|
|
162,580
|
|
|
4.00
|
%
|
||
Excess
|
$
|
247,136
|
|
|
6.20
|
%
|
|
$
|
240,777
|
|
|
5.92
|
%
|
Average adjusted assets (less goodwill and other intangible assets)
|
$
|
3,983,355
|
|
|
|
|
$
|
4,064,508
|
|
|
|
(1)
|
Based on the risk-based capital guidelines of the Federal Reserve, a bank holding company is required to maintain a Tier 1 capital to risk-adjusted assets ratio of 4.00% and total capital to risk-adjusted assets ratio of 8.00%.
|
|
|
(2)
|
The leverage ratio is defined as the ratio of Tier 1 capital to average adjusted assets.
|
|
|
(3)
|
Management of Heartland has established a minimum target leverage ratio of 4.00%. Based on Federal Reserve guidelines, a bank holding company generally is required to maintain a leverage ratio of 3.00% plus additional capital of at least 100 basis points.
|
|
2011
|
|
2010
|
||||||||||
|
Net
Interest
Margin
(in thousands)
|
|
%
Change
From
Base
|
|
Net
Interest
Margin
(in thousands)
|
|
%
Change
From
Base
|
||||||
|
|
|
|
|
|
|
|
||||||
Year 1
|
|
|
|
|
|
|
|
||||||
Down 100 Basis Points
|
$
|
140,539
|
|
|
0.40
|
%
|
|
$
|
137,933
|
|
|
0.12
|
%
|
Base
|
$
|
139,981
|
|
|
|
|
$
|
137,765
|
|
|
|
||
Up 200 Basis Points
|
$
|
136,452
|
|
|
(2.52
|
)%
|
|
$
|
134,791
|
|
|
(2.16
|
)%
|
Year 2
|
|
|
|
|
|
|
|
|
|||||
Down 100 Basis Points
|
$
|
135,283
|
|
|
(3.36
|
)%
|
|
$
|
131,430
|
|
|
(4.60
|
)%
|
Base
|
$
|
138,675
|
|
|
(0.93
|
)%
|
|
$
|
136,222
|
|
|
(1.12
|
)%
|
Up 200 Basis Points
|
$
|
139,121
|
|
|
(0.61
|
)%
|
|
$
|
138,406
|
|
|
0.46
|
%
|
10.1
|
Promissory Note between Heartland Financial USA, Inc. and Bankers Trust Company dated as of April 20, 2011, including Loan Commitment Letter dated April 5, 2011.
|
|
|
10.2
|
ISDA Confirmation Letter between Heartland Financial USA, Inc. and Bankers Trust Company dated April 5, 2011.
|
|
|
10.3
|
Promissory Note between Heartland Financial USA, Inc. and Bankers Trust Company dated April 20, 2011.
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Principal
$15,000,000.00
|
Loan Date
04-20-2011
|
Maturity
04-20-2016
|
Loan No
55120-9001
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00456
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
|||||||||
Borrower: Heartland Financial USA, Inc.
|
Lender: Bankers Trust Company
|
||||||||
1398 Central Avenue
|
453 7
th
Street
|
||||||||
Dubuque, IA 52004
|
P.O. Box 897
|
||||||||
|
Des Moines, IA 50304-0897
|
||||||||
|
(515)245-2863
|
Principal Amount: $15,000,000.00
|
Date of Note: April 20, 2011
|
|
|
Payment Default.
Borrower fails to make any payment when due under this Note.
|
|
Other Defaults.
Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.
|
|
False Statements.
Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.
|
|
Insolvency.
The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.
|
|
Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
|
|
Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.
|
|
Change in Ownership.
Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
|
|
Adverse Change.
A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is Impaired.
|
|
Insecurity.
Lender in good faith believe itself insecure.
|
|
Calculation Period
|
|
USD Notional Amount
|
|
USD Notional Reduction
|
||||||
(from and including, to excluding)
|
|
|
|
(at end of period)
|
||||||
20-Apr-2011
|
to
|
20-May-2011
|
|
$
|
150,000,000.00
|
|
|
$
|
95,876.72
|
|
20-May-2011
|
to
|
20-Jun-2011
|
|
$
|
14,904,123.28
|
|
|
$
|
96,287.39
|
|
20-Jun-2011
|
to
|
20-Jul-2011
|
|
$
|
14,807,835.89
|
|
|
$
|
96,699.81
|
|
20-Jul-2011
|
to
|
20-Aug-2011
|
|
$
|
14,711,136.08
|
|
|
$
|
97,114.02
|
|
20-Aug-2011
|
to
|
20-Sep-2011
|
|
$
|
14,614,022.06
|
|
|
$
|
97,529.99
|
|
20-Sep-2011
|
to
|
20-Oct-2011
|
|
$
|
14,514,492.07
|
|
|
$
|
97,947.74
|
|
20-Oct-2011
|
to
|
20-Nov-2011
|
|
$
|
14,418,544.33
|
|
|
$
|
98,367.29
|
|
20-Nov-2011
|
to
|
20-Dec-2011
|
|
$
|
14,320,177.04
|
|
|
$
|
98,788.62
|
|
20-Dec-2011
|
to
|
20-Jan-2012
|
|
$
|
14,221,388.42
|
|
|
$
|
99,211.77
|
|
20-Jan-2012
|
to
|
20-Feb-2012
|
|
$
|
14,122,176.65
|
|
|
$
|
99,636.73
|
|
20-Feb-2012
|
to
|
20-Mar-2012
|
|
$
|
14,022,539.92
|
|
|
$
|
100,063.50
|
|
20-Mar-2012
|
to
|
20-Apr-2012
|
|
$
|
13,922,476.42
|
|
|
$
|
100,492.11
|
|
20-Apr-2012
|
to
|
20-May-2012
|
|
$
|
13,821,984.31
|
|
|
$
|
100,922.55
|
|
20-May-2012
|
to
|
20-Jun-2012
|
|
$
|
13,721,061.76
|
|
|
$
|
101,354.84
|
|
20-Jun-2012
|
to
|
20-Jul-2012
|
|
$
|
13,619,706.92
|
|
|
$
|
101,788.97
|
|
20-Jul-2012
|
to
|
20-Aug-2012
|
|
$
|
13,517,917.95
|
|
|
$
|
102,224.97
|
|
20-Aug-2012
|
to
|
20-Sep-2012
|
|
$
|
13,415,692.98
|
|
|
$
|
102,662.83
|
|
20-Sep-2012
|
to
|
20-Oct-2012
|
|
$
|
13,313,030.15
|
|
|
$
|
103,102.57
|
|
20-Oct-2012
|
to
|
20-Nov-2012
|
|
$
|
13,209,927.58
|
|
|
$
|
103,544.19
|
|
20-Nov-2012
|
to
|
20-Dec-2012
|
|
$
|
13,106,383.39
|
|
|
$
|
103,987.71
|
|
20-Dec-2012
|
to
|
20-Jan-2013
|
|
$
|
13,002,395.68
|
|
|
$
|
104,433.12
|
|
20-Jan-2013
|
to
|
20-Feb-2013
|
|
$
|
12,897,962.56
|
|
|
$
|
104,880.45
|
|
20-Feb-2013
|
to
|
20-Mar-2013
|
|
$
|
12,793,082.11
|
|
|
$
|
105,329.68
|
|
20-Mar-2013
|
to
|
20-Apr-2013
|
|
$
|
12,687,752.43
|
|
|
$
|
105,780.84
|
|
20-Apr-2013
|
to
|
20-May-2013
|
|
$
|
12,581,971.59
|
|
|
$
|
106,233.94
|
|
20-May-2013
|
to
|
20-Jun-2013
|
|
$
|
12,475,737.65
|
|
|
$
|
106,688.97
|
|
20-Jun-2013
|
to
|
20-Jul-2013
|
|
$
|
12,369,048.68
|
|
|
$
|
107,145.96
|
|
20-Jul-2013
|
to
|
20-Aug-2013
|
|
$
|
12,261,902.72
|
|
|
$
|
107,604.90
|
|
20-Aug-2013
|
to
|
20-Sep-2013
|
|
$
|
12,154,297.82
|
|
|
$
|
108,065.81
|
|
20-Sep-2013
|
to
|
20-Oct-2013
|
|
$
|
12,046,232.01
|
|
|
$
|
108,528.69
|
|
20-Oct-2013
|
to
|
20-Nov-2013
|
|
$
|
11,937,703.32
|
|
|
$
|
108,993.55
|
|
20-Nov-2013
|
to
|
20-Dec-2013
|
|
$
|
11,828,709.77
|
|
|
$
|
109,460.41
|
|
20-Dec-2013
|
to
|
20-Jan-2014
|
|
$
|
11,719,249.36
|
|
|
$
|
109,929.27
|
|
20-Jan-2014
|
to
|
20-Feb-2014
|
|
$
|
11,609,320.09
|
|
|
$
|
110,400.13
|
|
20-Feb-2014
|
to
|
20-Mar-2014
|
|
$
|
11,498,919.96
|
|
|
$
|
110,873.00
|
|
20-Mar-2014
|
to
|
20-Apr-2014
|
|
$
|
11,388,046.96
|
|
|
$
|
111,347.92
|
|
20-Apr-2014
|
to
|
20-May-2014
|
|
$
|
11,276,699.04
|
|
|
$
|
111,824.86
|
|
20-May-2014
|
to
|
20-Jun-2014
|
|
$
|
11,164,874.18
|
|
|
$
|
112,303.83
|
|
20-Jun-2014
|
to
|
20-Jul-2014
|
|
$
|
11,052,570.35
|
|
|
$
|
112,784.88
|
|
Calculation Period
|
|
USD Notional Amount
|
|
USD Notional Reduction
|
||||||
(from and including, to excluding)
|
|
|
|
(at end of period)
|
||||||
20-Jul-2014
|
to
|
20-Aug-2014
|
|
$
|
10,939,785.47
|
|
|
$
|
113,267.97
|
|
20-Aug-2014
|
to
|
20-Sep-2014
|
|
$
|
10,826,517.50
|
|
|
$
|
113,753.13
|
|
20-Sep-2014
|
to
|
20-Oct-2014
|
|
$
|
10,712,764.37
|
|
|
$
|
114,240.38
|
|
20-Oct-2014
|
to
|
20-Nov-2014
|
|
$
|
10,598,523.99
|
|
|
$
|
114,729.70
|
|
20-Nov-2014
|
to
|
20-Dec-2014
|
|
$
|
10,483,974.29
|
|
|
$
|
115,221.13
|
|
20-Dec-2014
|
to
|
20-Jan-2015
|
|
$
|
10,368,573.16
|
|
|
$
|
115,714.66
|
|
20-Jan-2015
|
to
|
20-Feb-2015
|
|
$
|
10,252,858.50
|
|
|
$
|
116,210.31
|
|
20-Feb-2015
|
to
|
20-Mar-2015
|
|
$
|
1,013,668.19
|
|
|
$
|
116,708.07
|
|
20-Mar-2015
|
to
|
20-Apr-2015
|
|
$
|
10,019,940.12
|
|
|
$
|
117,209.98
|
|
20-Apr-2015
|
to
|
20-May-2015
|
|
$
|
9,902,732.14
|
|
|
$
|
117,710.01
|
|
20-May-2015
|
to
|
20-Jun-2015
|
|
$
|
9,785,022.13
|
|
|
$
|
118,214.20
|
|
20-Jun-2015
|
to
|
20-Jul-2015
|
|
$
|
9,666,807.93
|
|
|
$
|
118,720.56
|
|
20-Jul-2015
|
to
|
20-Aug-2015
|
|
$
|
9,548,087.37
|
|
|
$
|
119,229.08
|
|
20-Aug-2015
|
to
|
20-Sep-2015
|
|
$
|
9,428,858.29
|
|
|
$
|
119,739.77
|
|
20-Sep-2015
|
to
|
20-Oct-2015
|
|
$
|
9,309,118.52
|
|
|
$
|
120,252.66
|
|
20-Oct-2015
|
to
|
20-Nov-2015
|
|
$
|
9,188,865.86
|
|
|
$
|
120,767.74
|
|
20-Nov-2015
|
to
|
20-Dec-2015
|
|
$
|
9,068,098.12
|
|
|
$
|
121,285.03
|
|
20-Dec-2015
|
to
|
20-Jan-2016
|
|
$
|
8,946,813.09
|
|
|
$
|
121,804.53
|
|
20-Jan-2016
|
to
|
20-Feb-2016
|
|
$
|
8,825,008.56
|
|
|
$
|
122,326.27
|
|
20-Feb-2016
|
to
|
20-Mar-2016
|
|
$
|
8,702,682.29
|
|
|
$
|
122,850.22
|
|
20-Mar-2016
|
to
|
20-Apr-2016
|
|
$
|
8,579,832.07
|
|
|
$
|
8,579,832.07
|
|
BANKER'S TRUST LOGO INSERTED
|
JOHN RUAN IV
ASSISTANT VICE PRESIDENT
FINANCIAL INSTITUTIONS
PHONE: (515)245-2444
FAX: (515)245-5216
MOBILE: (515)473-4152
E-MAIL: JRUAN@BANKERSTRUST.COM
|
BANKERS TRUST LOGO INSERTED HERE
|
1.
|
This Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. Party A and Party B agree that the 1992 ISDA Master Agreement (“Multi-Currency-Cross Border") (the "Master Agreement"), a copy of which is attached hereto as Exhibit B, is hereby incorporated into this Confirmation by reference, and that this Confirmation will supplement, form a part of, and be subject to the Master Agreement with the modifications provided in this Confirmation. Notwithstanding that the parties have not signed the Master Agreement attached hereto as Exhibit B, all terms and conditions stated in the Master Agreement shall form a part of this Confirmation, and this Confirmation and the Master Agreement shall together be construed as a single agreement. This Confirmation shall constitute both the "Schedule" and a "Confirmation" as defined in the Master Agreement. In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation shall prevail for the purpose of this Transaction. For the purposes of this Transaction, the following elections shall apply:
|
(i)
|
The Master Agreement, this Confirmation, and this Transaction shall be governed by and
|
(ii)
|
"Specified Entity"
means "Affiliates" in relation to Party B, and "None" in relation to
|
(iii)
|
"Specified Transaction"
will have the meaning specified in Section 14 of the Master
|
(iv)
|
Cross-Default
provision of Section 5(a)(vi) will apply to Party B only, and, for the purposes of Cross-Default
"Threshold Amount"
means, with respect to Party B, zero ($0), and
"Specified Indebtedness"
will not have the meaning specified in Section 14 of the Master Agreement, and shall be replaced with the following: "means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of any money"; provided, however, with respect to Party A such term shall not include deposits and obligations in respect of deposits received in the ordinary course of Party A's banking business,
|
(v)
|
Credit Event Upon Merger
of Section 5(b)(iv) will apply to Party B only, with effect as of the Trade Date of this Transaction, and
|
(vi)
|
"Termination Currency"
means United States Dollars.
|
2.
|
The terms of the particular Transaction to which this Confirmation relates are as follows:
|
Fixed Rate Payer:
|
Party B
|
|
|
Period End Dates:
|
Monthly on the 20th day of each month, commencing May 20,
2011, through and including the Termination Date; The
Calculation Periods are subject to No Adjustment.
|
|
|
Fixed Rate Payer Payment Dates:
|
Monthly on the 20th day of each month, commencing May 20,
201 I, through and including the Termination Date, subject to
adjustment in accordance with the designated Business Day
Convention.
|
|
|
Business Day Convention:
|
Modified Following
|
|
|
Business Day:
|
London and New York
|
|
|
Fixed Rate:
|
5.14%
|
|
|
Fixed Rate Day Count Fraction:
|
Actual/360
|
Fixed Rate Payer:
|
Party A
|
|
|
|
|
Period End Dates:
|
Monthly on the 20th day of each month, commencing May 20,
2011, through and including the Termination Date; The
Calculation Periods are subject to No Adjustment.
|
|
|
|
|
Fixed Rate Payer Payment Dates:
|
Monthly on the 20th day of each month, commencing May 20,
2011, through and including the Termination Date, subject to
adjustment in accordance with the designated Business Day
Convention.
|
|
|
|
|
Business Day Convention:
|
Modified Following
|
|
|
|
|
Business Day:
|
London and New York
|
|
|
|
|
Floating Rate for Initial Calculation Period:
|
Determined two London Banking Days prior to the Effective Date
|
|
|
|
|
Floating Rate Option:
|
USD-LIBOR-BBA
|
|
|
|
Credit Support Document:
|
Party B agrees and acknowledges that any and all Collateral,
guarantees, or security interests heretofore or hereafter pledged,
guaranteed, or granted to Party A pursuant to the Credit Agreement,
any security agreement, guarantee, deed of trust, mortgage or similar
document (collectively, the
"Security Agreement”
)
shall also serve as collateral security for or a guarantee of the obligations of Party B
hereunder and Party B hereby grants to Party A a continuing security
interest in any and all Collateral heretofore or hereafter pledged to
Party A pursuant to a Security Agreement or related document as
security for any and all obligations of Party B hereunder. Party B
agrees to cause any security interest granted pursuant to any Security
Agreement or related document to specifically include the obligations
of Party B hereunder as secured obligations thereunder.
Party B also acknowledges and agrees that all Credit Support
Documents securing the obligation of Party B with respect to the Swap Indebtedness shall also secure the obligations of Party B with respect to this Transaction.
"Credit Agreement"
means any note, instrument, agreement or other
document for borrowed money now or hereafter entered into between
Party A and Party B, as the same may be amended, extended,
supplemented or otherwise modified in writing from time to time with the consent of Party A.
"Collateral"
means any or all real property, accounts, equipment,
general intangibles, instruments, inventory, intellectual property and all proceeds and products of such in which Party B has an ownership
interest or any other property which may be included or more
specifically defined in any Security Agreement.
|
|
|
|
|
Credit Support Provider
for Party B:
|
With respect to Party B, any grantor, guarantor or mortgagor under a
Credit Support Document.
|
|
|
|
|
Agreement to Deliver
Documents:
|
Upon execution of this Transaction Party B and its Credit Support
Provider (if applicable) agree to deliver to Party A:
(i) Credit Support Document(s); and
(ii) Satisfactory evidence of its capacity and ability to enter into this
Transaction;
(iii) Certified evidence of the authority, incumbency and specimen
signature of each person executing any document on its behalf in
connection with this Transaction; and
(iv) Such other documents as Party A may reasonably request from
time to time.
All of the above documents are subject to the representation in Section 3(d) of the Master Agreement.
|
|
|
|
Acknowledgment:
|
Party B acknowledges:
(a)
Eligible Contract Participant.
Party B is either an "eligible contract participant" as that term is defined in Section 1a (12) of the Commodity Exchange Act (7 U.S.C. 1a(12)) and was not formed solely for the purposes of constituting an "eligible contract participant", or if it is not an eligible contract participant, this Agreement (including each Transaction) is undertaken in conjunction with its line of business (including financial intermediation services) or the financing of its business. Party B further acknowledges it is entering into the Transaction with Party A for the purpose of hedging interest rate risk with respect to a specific loan transaction provided by Party A to Party B (the
"Swap Indebtedness"
).
(b)
Standardization and Creditworthiness.
The economic terms of this Agreement, any Credit Support Document to which it is a party, and the Transaction with Party A have been individually tailored and negotiated by it; and the creditworthiness of the other party was a material consideration in its entering into or determining the terms of this Agreement, such Credit Support Documents, and such Transaction.
|
(i)
|
If within sixty (60) calendar days of the Effective Date of the Transaction, Party A and Party B fail to enter into the Credit Agreement or Party A's obligation to lend under the Credit Agreement or any promissory note, loan agreement, credit agreement, reimbursement agreement or other document or instrument evidencing a credit extension from Party A to Party B is terminated, cancelled, voided, breached or amended in any manner which would affect Party B' s ability to perform its obligations under this Agreement, determined by Party A in its sole discretion; or
|
(ii)
|
Any documents constituting a Security Agreement by Party B for the benefit of Party A are terminated or modified without the consent of Party A; or
|
(iii)
|
Party B fails to deliver Collateral in form and substance satisfactory to Party A within three Business Days of request by Party A; or
|
(iv)
|
Any default, event of default or termination event by Party B, howsoever defined, under any
|
(v)
|
Party B has repaid all amounts owed to Party A under the Credit Agreement and Party A has no further obligation to provide any additional credit extension to Party B; or
|
(vi)
|
A material adverse change in the financial condition of Party B that is likely to affect its ability to perform its obligations under this Transaction, determined by Party A in its sole discretion; or
|
(vii)
|
In the event Party B or Party B's Credit Support Provider is an individual and such individual: (A) dies, (B) is declared by a court of competent jurisdiction to be incompetent due to a physical, mental or emotional condition resulting from injury, sickness, disease or other cause, or (C) becomes unable to act in a prudent, timely and effective manner as a
|
(i)
|
Credit Support Default.
Section 5(a)(iii) of the Master Agreement is hereby amended by the addition of "or if there is no applicable grace period, one Local Business Day after notice of such failure is given to the party or Credit Support Provider (as the case may be)" after “elapsed" in the fourth line thereof.
|
(ii)
|
Default under Specified Transaction.
Section 5(a)(v) of the Master Agreement is hereby amended by the substitution of "(or such default continues for at least one Local Business Day if there is no applicable notice requirement or grace period)” for the parenthetical clause in the seventh and eighth lines thereof.
|
(iii)
|
Failure to Pay or Deliver.
Section 5(a)(i) of the Master Agreement shall be amended by replacing the word "third" with "first" Local Business Day in the third line thereof.
|
3.
|
Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer sign one copy of this telecopy Confirmation and returning it to us by telecopier to:
|
4.
|
Each party represents to the other party hereto that (i) it is not acting as a fiduciary or a financial or investment advisor for the other party; (ii) it is not relying upon any advice, counsel or representations (whether written or oral) of the other party other than the representations expressly set forth in the Master Agreement, any Credit Support Document and herein; (iii) the other party hereto has not given to it any advice or counsel as to the expected or projected success, return, performance, result, consequence or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this transaction; (iv) it has consulted with its own legal, regulatory, tax, business, investment financial and accounting advisors to the extent it has deemed necessary and has made its own investment, hedging, and trading decisions (including decisions regarding the suitability of this Transaction) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party hereto; (v) it has determined that the rates, prices, or amounts and other terms of this Transaction in the indicative quotations (if any) provided by the other party hereto reflect those in the relevant market for similar transactions, and all trading decisions have been the result of arm's length negotiations between the parties; (vi) it is entering into this Transaction with a full understanding of all of the terms, conditions and risks thereof (economic and otherwise), and it is capable of assuming and willing to assume (financially and otherwise) those risks; and (vii) it is a sophisticated investor.
|
Reset
Date
|
Period End Date
|
Payment
Date
|
Applicable Notional Amount
|
Notional
Change
|
Reset
Date
|
Period End Date
|
Payment
Date
|
Applicable Notional Amount
|
Notional
Change
|
1.
|
Interpretation
|
(a)
|
Definitions.
The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.
|
(b)
|
Inconsistency
.
In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.
|
(c)
|
Single Agreement.
All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.
|
2.
|
Obligations
|
(a)
|
General Conditions.
|
(i)
|
Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.
|
(ii)
|
Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.
|
(iii)
|
Each obligation of each party under Section 2(a)(i) is subject to (1) the condition
|
(b)
|
Change of Account.
Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.
|
(c)
|
Netting.
If on any date amounts would otherwise be payable:
|
(i)
|
In the same currency; and
|
(ii)
|
In respect of the same Transaction,
|
(d)
|
Deduction of Withholding for Tax.
|
i.
|
Gross-Up.
All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X") will:
|
1.
|
Promptly notify the other party (“Y”) of such requirement;
|
2.
|
Pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;
|
3.
|
Promptly forward to Y an official receipt (or a certified copy), or other documentation
|
4.
|
If such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:
|
A.
|
The failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or
|
B.
|
The failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.
|
ii.
|
Liability.
If:
|
(1)
|
X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any dedication or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);
|
(2)
|
X does not so deduct or withhold; and
|
(3)
|
A liability resulting from such Tax is assessed directly against X,
|
(e)
|
Default Interest; Other Amounts.
Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.
|
3.
|
Representations
|
(a)
|
Basic Representations.
|
i.
|
Status.
It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such law, in good standing;
|
ii.
|
Powers.
It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance;
|
iii.
|
No Violation or Conflict
. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
|
iv.
|
Consents.
All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
|
v.
|
Obligations Binding.
Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
|
4.
|
Agreements
|
(a)
|
Furnish Specified Information.
It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:
|
(b)
|
Maintain Authorizations.
It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.
|
(c)
|
Comply with Laws.
It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.
|
(d)
|
Tax Agreement.
It will give notice of any failure of a representation made by it under Section 3(1) to be accurate and true promptly upon learning of such failure.
|
(e)
|
Payment of Stamp Tax
.
Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organized, managed and controlled, or considered to have its seat, or
|
5.
|
Events of Default and Termination Events
|
(a)
|
Events of Default.
The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party:
|
1.
|
Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;
|
2.
|
the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or
|
3.
|
the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;
|
(b)
|
Termination Events
.
The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:
|
(i)
|
Illegality.
Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):
|
(1)
|
to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or
|
(2)
|
to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;
|
(ii)
|
Tax Event.
Due to (x) any action taken by a taxing authority, or brought in a court of
|
(iii)
|
Tax Event Upon Merger.
The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5 (a)(viii);
|
(iv)
|
Credit Event Upon Merger.
If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party “
X"),
any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or ransferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or
|
(v)
|
Additional Termination Event.
If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).
|
(c)
|
Event of Default and Illegality.
If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.
|
6.
|
Early Termination
|
(a)
|
Right to Terminate Following Event of Default.
If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions.
|
(b)
|
Right to Terminate Following Event of Default.
|
1.
|
a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or
|
2.
|
an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,
|
(c)
|
Effect of Designation.
|
(i)
|
If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.
|
(ii)
|
Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).
|
(d)
|
Calculations.
|
(i)
|
Statement
.
On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.
|
(ii)
|
Payment Date.
An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.
|
(e)
|
Payments on Early Termination.
If an Early Termination Date occurs, the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The
|
(i)
|
Events of Default.
If the Early Termination Date results from an Event of Default:
|
(1)
|
First Method and Market Quotation.
If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.
|
(2)
|
First Method and Loss.
If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement.
|
(3)
|
Second Method and Market Quotation.
If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less
(B)
the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.
|
(ii)
|
Termination Events.
If the Early Termination Date results from a Termination Event:
|
(1)
|
One Affected Party.
If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)( 4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.
|
(2)
|
Two Affected Parties.
If there are two Affected Parties:
|
(A)
|
if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and
|
(B)
|
if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y").
|
(iii)
|
Adjustment for Bankruptcy.
In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).
|
(iv)
|
Pre-Estimate
.
The parties agree that if Market Quotation applies an amount recoverable under this Section6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.
|
7.
|
Transfer
|
(a)
|
a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, Of transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and
|
(b)
|
a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6( e).
|
8.
|
Contractual Currency
|
(a)
|
Payment in the Contractual Currency
.
Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent
|
(b)
|
Judgments.
To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually receivcd by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.
|
(c)
|
Separate Indemnities.
To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.
|
(d)
|
Evidence of Loss.
For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.
|
9.
|
Miscellaneous
|
(a)
|
Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
|
(b)
|
Amendments.
No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
|
(c)
|
Survival of Obligations.
Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.
|
(d)
|
Remedies Cumulative.
Except as provided in this Agreement, the rights, powers, remedies and
|
(e)
|
Counterparts and Confirmations.
|
(f)
|
No Waiver of Rights.
A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
|
(g)
|
Headings.
The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.
|
10.
|
Offices; Multibranch Parties
|
(a)
|
If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organization of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.
|
(b)
|
Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.
|
(c)
|
If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.
|
11.
|
Expenses
|
12.
|
Notices
|
13.
|
Governing Law and Jurisdiction
|
(a)
|
Governing Law.
This Agreement will be governed by and construed in accordance with the law specified in the Schedule.
|
(b)
|
Jurisdiction.
With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably:
|
(c)
|
Service of Process.
Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.
|
(d)
|
Waiver of Immunities.
Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.
|
14.
|
Definitions
|
(a)
|
in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(ii)) by a Defaulting Party, the Default Rate;
|
(b)
|
in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the
|
(c)
|
in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(ii)) by a Non-defaulting Party, the Non-default Rate; and
|
(d)
|
in all other cases, the Termination Rate.
|
(a)
|
the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and
|
(b)
|
such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.
|
|
BANKERS TRUST COMPANY
|
|
|
HEARTLAND FINANCIAL USA, INC.
|
|
|
|
|
|
By:
|
/s/ Gary Buelt
|
|
By:
|
/s/ David L. Horstmann
|
Name:
|
Gary Buelt
|
|
Name:
|
David L. Horstmann
|
Title:
|
|
|
Title:
|
SVP - Finance
|
Principal
$5,000,000.00
|
Loan Date
04-20-2011
|
Maturity
04-20-2013
|
Loan No
55120-0101
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00456
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
|||||||||
|
|
||||||||
Borrower: Heartland Financial USA, Inc.
|
Lender: Bankers Trust Company
|
||||||||
1398 Central Avenue
|
453 7
th
Street
|
||||||||
Dubuque, IA 52004
|
P.O. Box 897
|
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Des Moines, IA 50304-0897
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(515)245-2863
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Principal Amount: $5,000,000.00
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Date of Note: April 20, 2011
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Payment Default.
Borrower fails to make any payment when due under this Note.
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Other Defaults.
Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.
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False Statements.
Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.
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Insolvency.
The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower.
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Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
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Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.
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Change in Ownership.
Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
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Adverse Change.
A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is Impaired.
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Insecurity.
Lender in good faith believe itself insecure.
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1.
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I have reviewed this quarterly report on Form 10-Q of Heartland Financial USA, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting, and;
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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I have reviewed this quarterly report on Form 10-Q of Heartland Financial USA, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting, and;
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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