Exhibit 10.1


 


CHANGE IN TERMS AGREEMENT


 


	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call/Coll	 	Account	 	Officer Initials
	$7,500,000.00	 	11-01-2017	 	11-01-2018	 	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, 2017


 


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 $7,500,00.00, 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, 2018. In addition, Borrower will pay regular
quarterly payments of all accrued unpaid interest due as of each payment date, beginning February 1, 2018, 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. Borrower understands that Lender may make loans based on other
rates as well. The Index currently is 4.250% 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 4.000% 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.


 


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 or $25.00, whichever is greater.


 


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.


 



    	 



     


     


 


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 lo discharge the same, or cause ii lo be discharged, or bonded
off lo Lenders satisfaction, within thirty (30) days from the date of the order, decree or process under which or pursuant lo 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 lo 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 lo 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 lo 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 Slate of Nebraska.


 


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


 


DISHONORED ITEM FEE. Borrower will pay
a fee lo Lender of $30.00 if Borrower makes a payment on Borrowers 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, lo 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 Lenders 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 lo Lender are to be directed to Lender’s office shown above. Borrower agrees lo 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.


 



    	 



     


     


 


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 lo 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 lo an original, and Borrower hereby waives any rights or objections
lo the use of such copies.


 


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 lo
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
lo realize upon or perfect Lenders security interest in the collateral; and lake 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/ Chris Reiner


 




Chris Reiner, Vice President