Exhibit
10.1


 


CHANGE
IN TERMS AGREEMENT


 


	Principal	 	Loan
    Date	 	Maturity	 	Loan
    No	 	Call/Coll	 	Account	 	Officer
    	 	Initials
	$7,500,000.00	 	11-01-2019	 	11-01-2020	 	xxxxxxx	 	 	 	 	 	***	 	 


 


	Borrower:	Landmark
    Bancorp, Inc.	 	Lender:	First
    National Bank of Omaha
	 	701
    Poyntz Ave	 	 	Downtown-Corporate
    Banking Group
	 	Manhattan
    KS 66502-6055	 	 	1620
    Dodge St SC 1031
	 	 	 	 	Omaha,
    NE 68197


 





 



 


	Principal
    Amount: $7,500,000.00	Date
    of Agreement: November 1, 2019


 


DESCRIPTION
OF EXISTING INDEBTEDNESS. This Change in Terms Agreement is an amendment and/or modification of the terms and conditions of
indebtedness of Borrower as set forth in a Promissory Note dated November 1, 2016, in the amount of $7,500,000.00, and most recently
documented in a Change in Terms Agreement dated November 1, 2018, and shall include all renewals, modifications and extensions
of such documents.


 


DESCRIPTION
OF CHANGE IN TERMS. As fully set forth herein below, this Change in Terms Agreement generally modifies the terms applicable
to the existing indebtedness by extending the maturity date. Any sums due and owing hereunder shall take into account any principal
and interest payments made by the Borrower in accordance with regular established billing cycles.


 


PROMISE
TO PAY. Landmark Bancorp, Inc. (“Borrower”) promises to pay to First National Bank of Omaha (“Lender”),
or order, in lawful money of the United States of America, the principal amount of Seven Million Five Hundred Thousand & 00/100
Dollars ($7,500,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of
each advance. Interest shall be calculated from the date of each advance until repayment of each advance.


 


PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on November 1, 2020.
In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning
February 1, 2020, with all subsequent interest payments to be due on the same day of each quarter after that. Unless otherwise
agreed or required by applicable law, payments will be applied to interest, principal, and expenses owing under the Note in an
order determined by Lender. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.


 


VARIABLE
INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an independent index
which is the U.S. Prime Rate as published by the Wall Street Journal and currently is determined by the base rate on corporate
loans posted by at least seventy percent (70%) of the nations ten (10) largest banks (the “Index”). The Index is not
necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender
may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s
request. The interest rate change will not occur more often than each day during the term of the loan. If at any time the Index
is less than zero, then it shall be deemed to be zero for the purpose of calculating the interest rate on this Note. Borrower
understands that Lender may make loans based on other rates as well. The Index currently is 4.750% per annum. Interest
on the unpaid principal balance of this loan will be calculated as described in the “INTEREST CALCULATION METHOD”
paragraph using a rate of 0.250 percentage points under the Index, resulting in an initial rate of 4.500% per annum based on a
year of 360 days. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by
applicable law.


 


INTEREST
CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate
over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal
balance is outstanding. All interest payable under this loan is computed using this method.


 




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PREPAYMENT.
Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid
interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid
in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender’s rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates
that the payment constitutes “payment In full” of the amount owed or that is tendered with other conditions or limitations
or as full satisfaction of a disputed amount must be mailed or delivered to: First National Bank of Omaha, Downtown- Corporate
Banking Group, 1620 Dodge St SC 1031, Omaha, NE 68197.


 


LATE
CHARGE. If a payment Is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment.


 


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased
by adding an additional 6.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also
apply to each succeeding interest rate change that would have applied had there been no default. However, in no event will the
interest rate exceed the maximum interest rate limitations under applicable law.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Borrower fails to make any payment when due under this Indebtedness.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Agreement 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.


 


Default
in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement,
or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or
ability to perform Borrower’s obligations under this Agreement or any of the Related Documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf,
or made by Guarantor, or any other guarantor, endorser, surety, or accommodation party, under this Agreement or the Related Documents
in connection with the obtaining of the indebtedness evidenced by this Agreement or any security document directly or indirectly
securing repayment of this Agreement 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 proceeding 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
indebtedness. 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.


 


Execution;
Attachment. Any execution or attachment is levied against the Collateral, and such execution or attachment is not set aside,
discharged or stayed within thirty (30) days after the same is levied.


 


Change
in Zoning or Public Restriction. Any change in any zoning ordinance or regulation or any other public restriction is enacted,
adopted or implemented, that limits or defines the uses which may be made of the Collateral such that the present or intended
use of the Collateral, as specified in the Related Documents, would be in violation of such zoning ordinance or regulation or
public restriction, as changed.


 


Default
Under Other Lien Documents. A default occurs under any other mortgage, deed of trust or security agreement covering all or
any portion of the Collateral.


 




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Judgment.
Unless adequately covered by insurance in the opinion of Lender, the entry of a final judgment for the payment of money involving
more than ten thousand dollars ($10,000.00) against Borrower and the failure by Borrower to discharge the same, or cause it to
be discharged, or bonded off to Lenders satisfaction, within thirty (30) days from the date of the order, decree or process under
which or pursuant to which such judgment was entered.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor, or any other guarantor, endorser, surely,
or accommodation party of any of the Indebtedness or any Guarantor, or any other guarantor, endorser, surely, 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 Borrowers financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired.


 


Insecurity.
Lender in good faith believes itself insecure.


 


LENDER’S
RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.


 


ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will
pay Lender that amount. This includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower
also will pay any court costs, in addition to all other sums provided by law.


 


JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other.


 


GOVERNING
LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Nebraska without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in
the State of Nebraska.


 


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon Lenders request to submit to the jurisdiction of the courts of Douglas
County, State of Nebraska.


 


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $30.00 if Borrower makes a payment on Borrower’s loan and the check or
preauthorized charge with which Borrower pays is later dishonored.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with
Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else
and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively
freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.


 


COLLATERAL.
Borrower acknowledges this Agreement is secured by a Commercial Pledge Agreement dated November 1, 2016, and any and all other
security agreements or documents and any and all other collateral agreements or documents associated with this Loan or Note whether
now existing or hereafter arising.


 


LINE
OF CREDIT. This Agreement evidences a revolving line of credit. Advances under this Agreement may be requested either orally
or in writing by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed
in writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender’s
office shown above. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Agreement at
any time may be evidenced by endorsements on this Agreement or by Lenders internal records, including daily computer print-outs.


 




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CONTINUING
VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all
agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement
does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future
change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender
to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a
party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released
by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons
signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing
party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not
only to any initial extension, modification or release, but also to all such subsequent actions.


 


U.S.A.
PATRIOT ACT. To help the government fight the funding of terrorism and money laundering activities, the USA PATRIOT Act requires
all banks to obtain and verify the identity of each person or business that opens an account. When Borrower opens an account Lender
will ask Borrower for information that will allow Lender to properly identify Borrower and Lender will verify that information.
If Lender cannot properly verify identity within 30 calendar days, Lender reserves the right to deem all of the balance and accrued
interest due and payable immediately.


 


ELECTRONIC
COPIES. Lender may copy, electronically or otherwise, and thereafter destroy, the originals of this Agreement and/or Related
Documents in the regular course of Lender’s business. All such copies produced from an electronic form or by any other reliable
means (i.e., photographic image or facsimile) shall in all respects be considered equivalent to an original, and Borrower hereby
waives any rights or objections to the use of such copies.


 


CHANGE
IN MEMBERSHIP. If Borrower or Guarantor is a limited liability company, any change in ownership of twenty-five percent (25%)
or more of the membership interest of Borrower of Guarantor is an Event of Default.


 


CROSS
DEFAULT. An Event of Default, beyond the applicable cure period, if any, or an Event of Default under any other Loan or any
Related Document will constitute an Event of Default under this Agreement and a default and an Event of Default under any other
agreement by Borrower or any affiliate or subsidiary of Borrower with or in favor of Lender and under any evidence of any Loan
or Indebtedness held by Lender, whether or not such is specified therein. Borrower acknowledges that some Loan Documents will
be preprinted forms and that it is the intent of Borrower and Lender that all Loans and Guaranties by Borrower or any affiliate
or subsidiary of Borrower with or in favor of Lender be cross-defaulted with each other.


 


SUCCESSORS
AND ASSIGNS. Subject to any limitations slated in this Agreement on transfer of Borrower’s interest, this Agreement
shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes
vested in a person other than Borrower, Lender, without notice to Borrower, may deal with Borrower’s successors with reference
to this Agreement and the Indebtedness by way of forbearance or extension without releasing Borrower from the obligations of this
Agreement or liability under the Indebtedness.


 


MISCELLANEOUS
PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender
may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person
who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice
of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs
this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties
agree that Lender may renew or extend (repeatedly and for any length of lime) this loan or release any party or guarantor or collateral;
or impair, fail to realize upon or perfect Lenders security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are
joint and several.


 


PRIOR
TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST
RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.


 


BORROWER:


 





	LANDMARK
    BANCORP, INC	 
	 	 
	/s/
    Mark A Herpich	 
	Mark
    A Herpich, Chief Fin. Officer/Secretary of	 
	Landmark
    Bancorp, Inc.	 
	 	 
	FIRST
    NATIONAL BANK OF OMAHA	 
	 	 
	/s/
    Blake J Suing	 
	Blake
    J Suing, Vice President	 







 




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