SECOND
AMENDMENT TO

    REVOLVING
CREDIT AGREEMENT

     

    This
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Loan Amendment”) dated as
of November 5, 2010, 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”) and First Amendment to Revolving Credit Agreement among the Parties
dated November 18, 2009 (the “First Amendment”) (the Initial Credit Agreement,
the Letter Agreement and the First Amendment 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 4, 2011, (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.           Amended Revolving
Note.  Borrower shall, upon execution of this Loan Amendment,
execute and deliver to the Bank a Second 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 purpose of extending the Loan
Termination Date to November 4, 2011.  Such Amended Revolving Note
shall be an extension, amendment and restatement of the Amended and Restated
Revolving Note, dated November 18, 2009, in the form attached to the First
Amendment as Exhibit “A,” 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.

     

    4.           Amendment to Section 6.07 of
Credit Agreement.  The Parties agree that Section 6.07 of the
Credit Agreement shall be, and hereby is, as of the date hereof, deleted in its
entirety and replaced with the following:


    
      
         


      

      
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“Section
6.07.  [intentionally omitted].”

     

    5.           Amendment to Section
7.01(a), (c) and (d) of Credit Agreement.  The Parties agree
that subsections (a), (c) and (d) 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:

     

     
“(a)           [intentionally
omitted].

     

    (c)           Non-Performing
Assets to Total Capital Ratio.  The ratio (expressed as a percentage)
of Non-Performing Assets to Total Capital of less than twenty-five percent
(25%).

     

    (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
five percent (5%).”

     

    6.           Compliance
Certificates.  The Parties agree that the form of Quarterly
Compliance Certificate attached as Exhibit “B” to the First Amendment 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 “C” to the First Amendment 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.

     

    7.           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.

     

    8.           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.


    
      
         


      

      
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    9.           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.

     

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

     

    11.         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.

     

    12.         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.

     

    13.         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.

     

    14.         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.

     

    15.         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.


    
      
         


      

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

     

    
      
        
          
            
              
                
                  	
                          “Borrower”

                        
	 
      
	
                          LANDMARK
      BANCORP, INC.,

                          a
      Delaware corporation

                        
	 
      
	
                          By:

                        	
                          /s/
      Mark A. Herpich

                        
	
                          Title:

                        	
                          EVP
      / Chief Financial Officer

                        
	 
      
	
                          “Bank”

                        
	 
      
	
                          FIRST
      NATIONAL BANK OF OMAHA,

                          a
      national banking association

                        
	 
      
	
                          By:

                        	
                          /s/
      Chris Reiner

                        
	
                          Title:

                        	
                          Vice
      President

                        


                

              

            

          

        

      

    


    
      
         


      

      
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    SECOND
AMENDMENT TO

    REVOLVING
CREDIT AGREEMENT

     

    EXHIBIT
“A”

     

    Form of Amended Revolving
Note

     

    [See
Attached]


     

    EXHIBIT
“B”

     

    Form of Quarterly Compliance
Certificate

     

    [See
Attached]


     

    EXHIBIT
“C”

     

    Form of Annual Compliance
Certificate

     

    [See
Attached]


    
      
         


      

      
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