Exhibit 10.2


 


PROMISSORY
NOTE


 


	Borrower:	WEST
    BANCORPORATION, INC.	Lender:	NATIONAL
    EXCHANGE BANK AND TRUST
	 	1601
    22nd St	 	SOUTH
    MAIN
	 	West
    Des Moines, IA 50266-1409	 	130
    S MAIN ST
	 	 	 	PO
    BOX 988
	 	 	 	FOND
    DU LAC, WI 54936-0988



 

	Principal
    Amount: $40,000,000.00	Date
    of Note: December 15, 2021




 


LOAN
NUMBER. 780136504-00703.


 


PROMISE
TO PAY. WEST BANCORPORATION, INC. (“Borrower”) promises to pay to NATIONAL EXCHANGE BANK AND TRUST (“Lender”),
or order, in lawful money of the United States of America, the principal amount of Forty Million & 00/100 Dollars ($40,000,000.00),
together with interest on the unpaid principal balance from December 15, 2021, until paid in full.


 


PAYMENT.
Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following
payment schedule, which calculates interest on the unpaid principal balances as described in the “INTEREST CALCULATION METHOD”
paragraph using the interest rates described in this paragraph: 20 quarterly consecutive interest payments, beginning February
5, 2022, with interest calculated on the unpaid principal balances using an interest rate based on the Index described below,
plus a margin of -1.000 percentage points, the sum rounded to the nearest 0.010; 15 quarterly consecutive principal payments of
$1,250,000.00 each, beginning May 5, 2023, during which interest continues to accrue on the unpaid principal balances using an
interest rate based on the Index described below, plus a margin of -1.000 percentage points, the sum rounded to the nearest 0.010;
and one principal and interest payment on February 5, 2027, with interest calculated on the unpaid principal balances using an
interest rate based on the Index described below, plus a margin of -1.000 percentage points, the sum rounded to the nearest 0.010.
The final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this
Note. Notwithstanding the foregoing, the rate of interest accrual described for the principal only payment stream applies only
to the extent that no other interest rate for any other payment stream applies. Unless otherwise agreed or required by applicable
law, payments will be applied to this note in the following order: interest, escrow payments, principal and late charges. Borrower
will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. All payments must be
made in U.S. dollars and must be received by Lender consistent with any written payment instructions provided by Lender. If a
payment is made consistent with Lender’s payment instructions but received after 5:00 PM Central Time, Lender will credit Borrower’s
payment on the next business day.


 


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the Wall Street Journal Prime Rate as published in the Money Rates section of the Wall Street Journal (the “Index”).
The Index is not necessarily the lowest rate charged by Lender on its loans. If Lender determines, in its sole discretion, that
the Index for this Note has become unavailable or unreliable, either temporarily, indefinitely, or permanently, during the term
of this Note, Lender may amend this Note by designating a substantially similar substitute index. Lender may also amend and adjust
any margin corresponding to the Index being substituted to accompany the substitute index. Margins corresponding to the Index
are described in the “Payments” section. The change to the margin may be a positive or negative value, or zero. In
making these amendments, Lender may take into consideration any then-prevailing market convention for selecting a substitute index
and margin for the specific Index that is unavailable or unreliable. Such an amendment to the terms of this Note will become effective
and bind Borrower 10 business days after Lender gives written notice to Borrower without any action or consent of the 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. Borrower understands that Lender may make loans based on other rates as well. The interest rate or rates to be applied
to the unpaid principal balance during this Note will be the rate or rates set forth herein in the “Payment” section.
Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment
stream will be effective as of the due date of the last payment in the just-ending payment stream. NOTICE: Under no circumstances
will the interest rate on this Note be less than 2.250% per annum or more than the maximum rate allowed by applicable law. Whenever
increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower’s payments
to ensure Borrower’s loan will pay off by its original final maturity date, (B) increase Borrower’s payments to cover accruing
interest, (C) increase the number of Borrower’s payments, and (D) continue Borrower’s payments at the same amount and increase
Borrower’s final payment.


 


INTEREST
CALCULATION METHOD. Interest on this Note 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 Note is computed using this method. This calculation method results in
a higher effective interest rate than the numeric interest rates stated in this Note.


 


PREPAYMENT
PENALTY. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: A prepayment penalty will be charged
on the outstanding principal balance if refinanced with another financial institution based on 3% the first year, 3% the second
year, 2% the third year, 2% the fourth year and 1% thereafter. Except for the foregoing, Borrower may pay 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 under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower’s making fewer payments. 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 Note, 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: NATIONAL EXCHANGE BANK AND TRUST, PO BOX 988 FOND DU LAC, WI
54936-0988.


 


LATE
CHARGE. If a payment is not made on or before the 10th day after its due date, Borrower will be charged 5.000% of the unpaid
portion of the regularly scheduled payment.


 


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased
by adding an additional 5.000 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. After maturity, or after this Note
would have matured had there been no default, the Default Rate Margin will continue to apply to the final interest rate described
in this Note. 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 (“Event of Default”) under this Note:


 


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. 




     


     


    



	 	PROMISSORY NOTE	 
	 	(Continued)	Page 2







 






 


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
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 believes itself insecure.


 


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


 


CREDIT
REPORT AUTHORIZATION. Borrower authorizes Lender or its agents to verify financial information and to obtain additional information
concerning Borrower’s financial condition, including, without limitation, consumer credit reports, for the purposes of obtaining
credit or to support the extension of credit already given. This authorization supersedes any previous authorization given, oral
or written, and extends to all transactions between the Lender and Borrower.


 


ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note 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 Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Wisconsin without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State
of Wisconsin.


 


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Fond
du Lac County, State of Wisconsin.


 


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $15.00 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 Note is secured by the Commercial Pledge Agreement dated December 15, 2021, together with all existing
and future security agreements, mortgages, and deposit accounts between Lender and Borrower, and between any other person or entity
providing collateral security for Borrower’s obligations.


 


OTHER
PROVISION. THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT DATED DECEMBER 15, 2021.


 


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


NOTIFY
US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate
information about Borrower’s account(s) to a consumer reporting agency. Borrower’s written notice describing the specific
inaccuracy(ies) should be sent to Lender at the following address: NATIONAL EXCHANGE BANK AND TRUST LOAN SERVICES PO BOX 988 FOND
DU LAC, WI 54936-0988.


 


GENERAL
PROVISIONS. This Note benefits Lender and its successors and assigns, and binds Borrower and Borrower’s heirs, successors,
assigns, and representatives. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender
may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of
dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this
Note, 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 time) this loan or release any party or guarantor or collateral;
or impair, fail to realize upon or perfect Lender’s 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 Note are joint
and several. 




     


     


    



	 	PROMISSORY NOTE	 
	 	(Continued)	Page 3





 



 


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


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 


BORROWER:


 


WEST BANCORPORATION, INC. 


 





	By:
    	/s/
    Douglas R. Gulling	 
	 	DOUGLAS
    R. GULLING, Executive Vice President/Chief  Financial Officer of  WEST BANCORPORATION, INC.	 



 


LENDER:


 


NATIONAL
EXCHANGE BANK AND TRUST


 





	X	 	 
	 	Eric P. Stone,
    Vice Chairman/CEO	 




 








 



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