EXHIBIT
10.15





FIRST
AMENDMENT TO


REVOLVING
CREDIT AGREEMENT





This
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Loan Amendment”) dated as
of November 18, 2009, is entered into by and among LANDMARK BANCORP, INC., a
Delaware corporation (the “Borrower”) and FIRST NATIONAL BANK OF OMAHA, a
national banking association with principal offices in Omaha, Nebraska (the
“Bank”) (the Borrower and the Bank are sometimes hereinafter individually
referred to as a “Party” and collectively referred to as the
“Parties”).





WHEREAS,
the Parties have entered into that certain Revolving Credit Agreement dated as
of November 19, 2008 (the “Initial Credit Agreement”), as amended by that
certain letter agreement among the Parties dated February 6, 2009 (the “Letter
Agreement”) (the Initial Credit Agreement and the Letter Agreement are
hereinafter collectively referred to as the “Credit Agreement”);
and





WHEREAS,
the Parties desire to amend and modify the Credit Agreement, as hereinafter
provided and subject to the terms and provisions hereof.





NOW,
THEREFORE, in consideration of the foregoing and the mutual promises, covenants
and agreements set forth in the Credit Agreement as amended by this Loan
Amendment, including the mutual covenants and agreements contained herein, the
Parties agree as follows:





1.           Definitions.  Unless
otherwise defined in this Loan Amendment, each capitalized term used in this
Loan Amendment, including its preamble and recitals, has the meaning ascribed to
it in the Credit Agreement.





2.           Amendment
to Definition.  The following defined term as reflected in Section
1.01 of the Credit Agreement shall be, and hereby is, deleted in its entirety
and replaced by the definition reflected below inserted, in alphabetical order,
for such defined term:





“ “Loan
Termination Date” means the earliest to occur of the following:  (a)
November 17, 2010, (b) the date the Obligations are accelerated pursuant to this
Agreement or the Revolving Note and (c) the date the Bank has received (i)
notice in writing from the Borrower of the Borrower’s election to terminate this
Agreement or the Revolving Note or (ii) indefeasible payment in full of the
Obligations.”





3.           Additional
Definition.       The Parties agree that the
following defined term shall be inserted, in alphabetical order, in Section 1.01
of the Credit Agreement.





“ “Floor”
means four and one-fourth percent (4.25%) per annum.”





4.           Amendment
to Section 2.01 of Credit Agreement.   The Parties agree that
Section 2.01 of the Credit Agreement shall be, and hereby is, as of the date
hereof, deleted in its entirety and replaced with the following:





“Section
2.01  Revolving Credit.  The Bank agrees on the terms and
conditions hereinafter set forth, to make loans (the “Loans”) to the Borrower
from time to time during the period from the Effective Date of this Agreement up
to, but not including, the Loan Termination Date in an aggregate principal
amount not to exceed at any time outstanding Seven Million Five Hundred Thousand
and No/100ths Dollars ($7,500,000.00) (the “Commitment”) upon delivery by the
Borrower to the Bank of a telephonic or written borrowing request relating
thereto in a form reasonably acceptable to the Bank pursuant to the terms and
provisions of this Agreement.  Within the limits of the Commitment,
the Borrower may borrow, prepay and reborrow under this Section
2.01.  The Bank’s obligation to make Loans hereunder shall be subject
to the Borrower’s satisfaction of the Conditions Precedent.  It is the
intention of the parties that the outstanding balance of the Revolving Note
shall not exceed the Commitment, and if at any time said balance exceeds the
Commitment, the Borrower shall forthwith pay the Bank sufficient funds to reduce
the balance of the Revolving Note until it is in compliance with this
requirement.  The Borrower may elect to terminate the Revolving Note
at any time, without penalty, upon written notice to the Bank.  In the
event the Borrower so elects to terminate the Revolving Note, the aggregate
principal amount of the Revolving Note outstanding, together with any accrued
and unpaid interest thereon, as well as any other amounts due the Bank pursuant
to any of the other Loan Documents, shall be due and payable to the Bank on the
date of such election, if not sooner paid and the Revolving Note shall be deemed
for all purposes terminated and the Bank shall have no further or additional
obligation to loan funds to the Borrower pursuant to the terms and provisions of
this Agreement.”





5.           Amendment
to Section 2.03 of Credit Agreement.   The Parties agree that
Section 2.03 of the Credit Agreement shall be, and hereby is, as of the date
hereof, deleted in its entirety and replaced with the following:





“Section
2.03.  Interest.  The Borrower shall pay interest to the
Bank on the outstanding and unpaid principal amount of the Loans made hereunder
at a rate per annum equal to the Prime Rate, adjusted on a daily basis, plus
twenty-five (25) basis points, prior to acceleration or maturity; provided,
however, the interest rate applicable to the Loans shall not at any time be less
than the Floor.  Interest shall be calculated on the basis of a year
of three hundred sixty (360) days for the actual number of days
elapsed.  All accrued and unpaid interest relating to the activity for
the preceding calendar quarter shall be paid in immediately available funds on
the first day of each calendar quarter (commencing January 1, 2009 and on every
January 1, April 1, July 1, and October 1, thereafter).  All payments
of principal and interest made hereunder, whether during the term hereof or upon
the stated maturity of the Loans, shall be made at the Principal
Office.  Following and during the continuation of an Event of Default,
any principal amount and accrued, but unpaid interest shall bear interest at a
rate per annum equal at all times to the Prime Rate, in effect from time to
time, plus six hundred (600) basis points.”





6.           Amended
Revolving Note.  Borrower shall, upon execution of this Loan
Amendment, execute and deliver to the Bank an Amended and Restated Revolving
Note, in the form attached hereto as Exhibit “A” and incorporated herein by this
reference (the “Amended Revolving Note”) for the purposes of reducing the
Commitment to Seven Million Five Hundred Thousand and No/100ths Dollars
($7,500,000.00), extending the Loan Termination Date to November 17, 2010, and
amending the interest rate applicable to the Loans.  Such Amended
Revolving Note shall be an extension, amendment and restatement of the Revolving
Note, dated November 19, 2008, in the form attached to the Initial Credit
Agreement as Exhibit “B,” and all references to the Revolving Note in the Credit
Agreement or in any of the other Loan Documents, shall be deemed for all
purposes to be a reference to the Amended Revolving Note.





7.           Amendment
to Section 6.07 of Credit Agreement.  The Parties agree that Section
6.07 of the Credit Agreement shall be, and hereby is, effective as of January 1,
2010, deleted in its entirety and replaced with the following (the existing
Section 6.07 shall remain applicable for the 2009 fiscal year):





“Section
6.07. Capital Expenditures.  Make any expenditures for fixed or
capital Assets if, after giving effect thereto, the aggregate of all such
expenditures made by the Borrower and each of the Subsidiaries would exceed
Three Million and No/100ths Dollars ($3,000,000.00) during any fiscal year of
Borrower beginning with the 2010 fiscal year and all fiscal years
thereafter.”





8.           Amendment
to Section 7.01(b), (c), (d) and (e) of Credit Agreement.  The Parties
agree that subsections (b), (c), (d), and (e) of Section 7.01 of the Credit
Agreement shall be, and hereby are, as of the date hereof, deleted in their
entirety and replaced with the following:





“(b)       Tier
1 Risk Based Capital Ratio.  The Tier 1 Risk Based Capital Ratio
(expressed as a percentage), as stated in the most recent Call Reports of such
Person, of not less than ten percent (10%).





(c)         Non-Performing
Assets to Total Capital Ratio.  The ratio (expressed as a percentage)
of Non-Performing Assets to Total Capital of less than thirty percent
(30%).





(d)         Non-Performing
Assets to Total Loans Ratio.  The ratio (expressed as a percentage) of
Non-Performing Assets to the total of all loans made by such Person of less than
seven percent (7%).


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(e)          Loan
Loss Reserves to Total Loans Ratio.  The ratio (expressed as a
percentage) of Loan Loss Reserves to the total of all loans made by such Person,
shall not be less than the lesser of (i) one percent (1%), or (ii) the allowance
amount as shall be required by Applicable Law or Governmental
Authority.”





9.           Compliance
Certificates.  The Parties agree that the form of Quarterly Compliance
Certificate attached as Exhibit “C” to the Credit Agreement is hereby deleted
and replaced with the form of Quarterly Compliance Certificate attached as
Exhibit “B” to this Loan Amendment and incorporated herein by this
reference.  The Parties agree that the form of Annual Compliance
Certificate attached as Exhibit “D” to the Credit Agreement is hereby deleted
and replaced with the form of Annual Compliance Certificate attached as Exhibit
“C” to this Loan Amendment and incorporated herein by this
reference.  The Parties hereby agree that all references to the
Quarterly Compliance Certificate or the Annual Compliance Certificate in the
Credit Agreement or in any of the other Loan Documents shall be deemed to be
references to the Quarterly Compliance Certificate or the Annual Compliance
Certificate, as applicable, in the form attached hereto.





10.         Conditions
Precedent.  In addition to any conditions precedent contained in any
of the Loan Documents or otherwise contained in this Loan Amendment, the
obligations of the Bank under this Loan Amendment are expressly conditioned upon
satisfaction of the following additional conditions precedent:





(a)         Execution
of the Loan Amendment.  The Bank having received from the Borrower
counterpart signatures of this Loan Amendment.





(b)         Delivery
of Documents.  The Bank shall have received, each in a form acceptable
to the Bank,  such other documents, instruments, and writings,
including but not limited to authorization and incumbency certificates with
reasonable documentation attached thereto and incorporated therein, reasonably
requested by the Bank.





(c)         Compliance
with Section 2.01.  In the event the amount outstanding with respect
to the Loans exceeds Seven Million Five Hundred Thousand and No/100ths Dollars
($7,500,000.00), then Borrower shall deliver to Bank immediately available funds
in an amount sufficient to comply with Section 2.01 of the Credit Agreement, as
amended by this Loan Amendment.





11.         Ratification;
No Waiver.  The Parties agree that, except as specifically amended
hereby, the terms and provisions of the Credit Agreement and all of the other
Loan Documents, are hereby ratified and shall remain in full force and
effect.  No amendment contained in this Loan Amendment shall be
construed to amend or waive any obligation of the Borrower under the Credit
Agreement or any provision of any of the Loan Documents, except to the extent of
the specific amendment referenced herein.  No delay or omission by the
Bank in exercising any power, right, or remedy shall impair such power, right,
or remedy or be construed as a waiver thereof or an acquiescence therein, and no
single or partial exercise of any such power, right, or remedy shall preclude
other or further exercise thereof or the exercise of any other power, right, or
remedy under the Credit Agreement or any other Loan Documents, or
otherwise.





12.          Authorization.  The
Borrower hereby represents and warrants that (i) the undersigned is a duly
authorized representative of the Borrower, (ii) the Borrower has the requisite
power and authority to execute and deliver this Loan Amendment, (iii) the
execution, delivery and performance of this Loan Amendment have been, duly
authorized, approved and ratified by all required organizational action of the
Borrower, and (iv) the amendments specifically referenced herein reflect all of
the amendments being requested by the Borrower relating to the terms and
provisions of the Credit Agreement and the other Loan Documents.





13.         Governing
Law.  This Loan Amendment shall be governed by the laws of the State
of Nebraska, other than conflict of law provisions thereof.





14.         Submission
to Jurisdiction; Venue.  The Borrower hereby submits to the
jurisdiction of any state or federal court sitting in Omaha, Nebraska, in any
action or proceeding arising out of or relating to this Loan Amendment, the
Credit Agreement or any of the other Loan Documents, and agrees that all claims
in respect of the action or proceeding may be heard and determined in any such
court.  The Borrower also agrees not to bring any action or proceeding
arising out of or relating to this Loan Amendment, the Credit Agreement, or any
other Loan Document in any other court.  The Borrower waives any
defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waives any bond, surety, or other security that might be required of
the Bank.  The Borrower agrees that a final judgment in any action or
proceeding so brought shall be conclusive and may be enforced by suit on the
judgment or in any other manner provided by law or at equity.  The
Borrower hereby waives any rights it may have to transfer or change the venue of
any suit, action or other proceeding brought against the Borrower by the Bank in
accordance with this paragraph or in connection with this Loan Amendment, the
Credit Agreement or any other Loan Documents.


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15.         JURY
TRIAL WAIVER. THE BANK AND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW
OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS LOAN AMENDMENT, THE
CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  NO EMPLOYEE OF
THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THE TERMS AND PROVISIONS
OF THIS PARAGRAPH OF THIS LOAN AMENDMENT.





16.         Costs
and Expenses.  The Borrower agrees to pay on demand all costs and
expenses of the Bank in connection with the preparation, execution and delivery
of this Loan Amendment, including, without limitation, the cost for reasonable
fees and out-of-pocket expenses of outside counsel for the Bank with respect
thereto.





17.         CREDIT
AGREEMENT.  A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE
UNDER NEBRASKA LAW.  TO PROTECT YOU AND US FROM ANY MISUNDERSTANDINGS
OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OR OFFER TO FORBEAR
REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION
WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF,
CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR
PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN
OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE
EFFECTIVE.





18.         Counterparts.  This
Loan Amendment may be executed in one or more counterparts, any one of which
need not contain the signatures of more than one Party, but all such
counterparts taken together will constitute one and the same
instrument.  A facsimile signature will be deemed an original
signature.





IN
WITNESS WHEREOF, the Parties hereto have executed this Credit Amendment as of
the date first written above.





“Borrower”LANDMARK
      BANCORP, INC.,a
      Delaware corporationBy:Title:“Bank”FIRST
      NATIONAL BANK OF OMAHA,a
      national banking associationBy:Title:


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FIRST
AMENDMENT TO


REVOLVING
CREDIT AGREEMENT





EXHIBIT
“A”





Form of
Amended Revolving Note





[See
Attached]





FIRST
AMENDMENT TO


REVOLVING
CREDIT AGREEMENT





EXHIBIT
“B”





Form of
Quarterly Compliance Certificate





[See
Attached]





FIRST
AMENDMENT TO


REVOLVING
CREDIT AGREEMENT





EXHIBIT
“C”





Form of
Annual Compliance Certificate





[See
Attached]


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