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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
April 24, 2024
Date of Report (Date of Earliest Event Reported)
 
AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
IOWA   0-32637   42-1039071
(State or Other Jurisdiction of    (Commission File Number)   (I.R.S. Employer
Incorporation or Organization)       Identification No.)
 
405 FIFTH STREET
AMES, IOWA 50010
(Address of Principal Executive Offices)(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (515) 232-6251
 
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock
ATLO
NASDAQ Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company    ☐
 
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 






 
Item 1.01 Entry into a Material Definitive Agreement.
 
On April 25, 2024, Ames National Corporation (the “Company”) entered into a promissory note and related business loan agreement (collectively, the “Credit Agreement”) with Green Belt Bank & Trust of Iowa Falls, Iowa (the “Lender”), providing for a revolving line of credit facility in an amount of up to five million dollars maturing on April 25, 2026. Amounts outstanding under the Credit Agreement will accrue interest at a variable rate equal to the Bank Prime Loan Rate, as published in the Federal Reserve Statistical Bulletin, which is currently equal to 8.5% per annum. Accrued interest is payable on a quarterly basis, commencing June 15, 2024 and continuing on the same day of each calendar quarter thereafter, with all outstanding principal and accrued interest due and payable in full on the maturity date. The Company has secured its obligations under the Credit Agreement by pledging to the Lender all outstanding shares of common stock of its subsidiary bank, Reliance State Bank, pursuant to the terms of a stock pledge and security agreement (the “Pledge Agreement”). The proceeds from the Credit Agreement will be used for working capital and other general corporate purposes.
 
The Credit Agreement and Pledge Agreement include customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and repossess the collateral securing the obligations under the Credit Agreement. The Credit Agreement also requires the Company to maintain certain minimum financial ratios related to Tier 1 Capital, return on average assets and substandard-impaired loans.
 
Copies of the Credit Agreement and Pledge Agreement are attached hereto and incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the Credit Agreement and the Pledge Agreement.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth under “Item 1.01-Entry into a Material Definitive Agreement” is incorporated herein by reference.
 
Item 5.07 Submission of Matters to a Vote of Shareholders
 
The Company’s annual meeting of shareholders was held on April 24, 2024.
 
Proposal 1.         The stockholders elected to the Company’s Board of Directors for a term of three years were Lisa M. Eslinger, Everett S. Miles, John L. Pierschbacher, and Scot A. Trost. Directors whose term of office continued after the annual meeting consist of David W. Benson, Michelle R. Cassabaum, John P. Nelson, Kevin L. Swartz, Jeffery C. Baker, Betty A. Baudler Horras, and Patrick G. Hagan.
 
Proposal 2.         The stockholders also ratified the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for 2024.
 
There were 8,992,167 shares of common stock entitled to vote at the annual meeting. The final voting results of each proposal are set forth below.
 
Proposal 1.         The voting results on the election of directors for a three-year term were as follows:
 
    In Favor    
Votes
Withheld
   
Broker
Non-Votes
 
                         
Lisa M. Eslinger
    3,645,838       253,254       2,942,797  
Everett S. Miles
    3,829,991       69,101       2,942,797  
John L. Pierschbacher
    3,669,699       229,393       2,942,797  
Scot A. Trost
    3,852,329       46,763       2,942,797  
 


 
 
Proposal 2.                  The voting results on the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm were as follows:
 
For     Against     Abstain  
                   
6,786,741       18,161       36,987  
 
There were no broker non-votes on this proposal.
 
Item 9.01                   Financial Statement and Exhibits.
 
(d)         Exhibits:
 
Exhibit No.                                    Description
 
10.1         Promissory Note and Credit Agreement, dated April 25, 2024, by and between Ames National Corporation and Green Belt Bank & Trust, as lender
 
10.2         Business Loan Agreement, dated April 25, 2024, by and between Ames National Corporation and Green Belt Bank & Trust, as lender
 
10.3         Stock Pledge and Security Agreement, dated April 25, 2024, by and between Ames National Corporation, Reliance State Bank and Green Belt Bank & Trust, as secured party
 
104          Cover Page Interactive Data File (embedded within the Inline XBRL document).
 






 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
AMES NATIONAL CORPORATION
Date: April 26, 2024
By:
/s/ John P. Nelson
John P. Nelson, Chief Executive Officer and President
 
 
 
EX-10.1 2 ex_661632.htm EXHIBIT 10.1 ex_661632.htm

Exhibit 10.1

greenbelt.jpg

PROMISSORY NOTE

 

Principal

$5,000,000.00

Loan Date

04-25-2024

Maturity

04-25-2026

Loan No

29543

Call / Coll
4A / 502 

Account
A063572

Officer

PLL

Iinitials

References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing"***" has been omitted due to text length limitations.

 

Borrower:          Ames National Corporation

405 5th Street

Ames, IA 50010

Lender:                 Green Belt Bank & Trust

Iowa Falls

616 Washington Ave.

P.O. Box 790

Iowa Falls, IA 50126

 

Principal Amount: $5,000,000.00 Date of Note: April 25, 2024

         

PROMISE TO PAY. Ames National Corporation ("Borrower") promises to pay to Green Belt Bank & Trust ("Lender"), or order, in lawful money of the United States of America, the principal amount of Five Million & 00/100 Dollars ($5,000,000.00) 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 April 25, 2026. In addition, Borrower will pay regular quarterly payments of all accrued unpaid interest due as of each payment date, beginning June 15, 2024, 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 first to any accrued unpaid interest; then to principal; and then to any late charges.

ADDITIONAL PROVISIONS. "The Borrower agrees to pay Lender the principal amount of the revolving credit loan outstanding from time to time in accordance with the Business Loan Agreement dated April 25, 2024 (the "Loan Agreement"). This Note shall at all times be governed by and subject to the terms and conditions of the Loan Agreement.

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 Bank Prime Loan Rate as Published in the Federal Reserve Statistical Bulletin (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. 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 Index currently is 8.500% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.500 percentage points under the Index (the "Margin"), rounded to the nearest 0.125 percent, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 8.000% per annum based on a year of 360 days. If Lender determines, in its sole discretion, that the Index 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 the Margin to accompany the substitute index. 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. NOTICE: Under no circumstances will the interest rate on this Note be less than 6.000% per annum or more than the maximum rate allowed by applicable law.

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.

RECEIPT OF PAYMENTS. All payments must be made in U.S. dollars and must be received by Lender at:

Green Belt Bank & Trust

Iowa Falls

616 Washington Ave.

P.O. Box 790

Iowa Falls, IA 50126

Payments must be received consistent with the following payment instructions: Payments may be made at any of our Green Belt Bank & Trust locations. Lender may modify these payment instructions, including changing the address for payments, by providing updated payment instructions to Borrower in writing.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $7.50. Other than Borrower's obligation to pay any minimum interest charge, 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 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: Green Belt Bank & Trust, Iowa Falls, 616 Washington Ave., P.O. Box 790, Iowa Falls, IA 50126.

LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $100.00, whichever is less.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased to 12.500% per annum based on a year of 360 days. 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.

Default in Favor of Third Parties. Borrower or any Grantor 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 Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

 







  

Loan No: 29543 

PROMISSORY NOTE

(Continued)

Page 2

                 

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.

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.

Cure Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

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.

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 without limitation all attorneys' fees and legal 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 Iowa without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Iowa.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of the State of Iowa, in the county in which Borrower's following address is located: 405 5th Street, Ames, IA 50010.

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 collateral described in that certain Stock Pledge and Security Agreement dated April 25, 2024 and Business Loan Agreement dated April 25, 2024.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. 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 Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs.

LOAN PURPOSE. The purpose of this loan is Business Line of Credit.

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: Green Belt Bank & Trust 616 Washington Ave Iowa Falls, IA 50126.

GENERAL PROVISIONS. 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.

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 AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT.

 

BORROWER:

 

AMES NATIONAL CORPORATION   

 

 

 

 

By:

  /s/ John P. Nelson

 

By:

 /s/ Michael Wilson

 

John P. Nelson, President of Ames National

 

 

Michael Wilson, Executive Vice President of Ames

 

Corporation

 

 

National Corporation

  

LENDER:

 

GREEN BELT BANK & TRUST

 

By: /s/ Prentice Lee Lofstedt  
  Prentice Lee Lofstedt, Vice President/Commercial  
  Loans  

 

 

 
EX-10.2 3 ex_661633.htm EXHIBIT 10.2 ex_661633.htm

Exhibit 10.2

 

BUSINESS LOAN AGREEMENT

 

Principal

$5 000 000.00

Loan Date

04-25-2024

Maturity

04-25-2026

Loan No

29543

call / coil

4A / 502

Account
A063572

Officer

PLL

Initials

References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing “***” has been omitted due to text length limitations.

 

Borrower:         Ames National Corporation

405 5th Street

Ames, IA 50010

Lender:          Green Belt Bank & Trust

Iowa Falls

616 Washington Ave.

P.O. Box 790

Iowa Falls, IA 50126

 

 

THIS BUSINESS LOAN AGREEMENT dated April 25, 2024, is made and executed between Ames National Corporation ("Borrower") and Green Belt Bank & Trust ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of April 25, 2024, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until April 25, 2026.

LINE OF CREDIT. The Indebtedness includes a revolving line of credit.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.

Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel.

Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.

Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.

No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:

Organization. Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of Borrower's state of incorporation. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 405 5th Street, Ames, IA 50010. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities.

Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties.

Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.

Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years.

 







  

Loan No: 29543

BUSINESS LOAN AGREEMENT

(Continued)

Page 2

                    

Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.

Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral.

Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:

Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.

Financial Records. Maintain its books and records in accordance with GAAP, or an OCBOA acceptable to Lender, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times.

Financial Statements. Furnish Lender with the following:

Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, audited by a certified public accountant satisfactory to Lender.

Interim Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower.

All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, or an OCBOA acceptable to Lender, applied on a consistent basis, and certified by Borrower as being true and correct.

Additional Information. Furnish such additional information and statements, as Lender may request from time to time.

Financial Covenants and Ratios. Comply with the following covenants and ratios:

Additional Requirements. -Maintain Tier 1 Capital to Average Assets on a consolidated basis greater than or equal to 8% at the end of each calendar quarter.

-    Return on Average Assets to be greater than .4% at the end of 2024 and .5% at the end of 2025, tested annually.

-    A modified Texas Ratio shall not exceed 20% at the end of each calendar quarter.

(Substandard-Impaired Loans as reported in the company's public filings (10Q and 10K) plus OREO, divided by the sum of Tier 1 Capital plus

the Allowance for Credit Losses — Loans)

-Non performing asset list provided upon request and notification provided of any new problem credits over $2.5M.

Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct.

Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require.

 







  

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Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.

Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements.

Loan Proceeds. Use all Loan proceeds solely for the following specific purposes: Use all Loan proceeds solely for financing the Borrower’s business operations, including working capital and general corporate purposes, unless specifically consented to the contrary by Lender in writing.

Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP or an OCBOA acceptable to Lender.

Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement.

Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner.

Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any govemmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.

Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest.

Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense.

Compliance Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement.

Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources.

Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred.

 







  

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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.

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 the Loan.

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 or any Grantor 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 or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective 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 under this Agreement 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.

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.

Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

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 of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

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 the Loan is impaired.

Insecurity. Lender in good faith believes itself insecure.

Right to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Aftorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court.

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

  







 

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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 Iowa without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Iowa.

Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of the State of Iowa, in the county in which Borrower's following address is located: 405 5th Street, Ames, IA 50010.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.

Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender.

Survival of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.

Time is of the Essence. Time is of the essence in the performance of this Agreement.

Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement:

Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement.

Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.

Borrower. The word "Borrower" means Ames National Corporation and includes all co-signers and co-makers signing the Note and all their successors and assigns.

Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.

Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

 







  

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Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement.

GAAP. The word "GAAP" means generally accepted accounting principles.

Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest.

Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan.

Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note.

Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.

Lender. The word "Lender" means Green Belt Bank & Trust, its successors and assigns.

Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.

Note. The word "Note" means the Note dated April 25, 2024 and executed by Ames National Corporation in the principal amount of $5,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement.

OCBOA. The term "OCBOA" means Other Comprehensive Basis of Accounting, as designated by Lender in writing as an acceptable alternative to GAAP.

Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan.

Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.

Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED APRIL 25, 2024.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS BUSINESS LOAN AGREEMENT AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT.

 

BORROWER:

 

 

AMES NATIONAL CORPORATION   

 

 

 

 

By:

  /s/ John P. Nelson

 

By:

 /s/ Michael Wilson

 

John P. Nelson, President of Ames National

 

 

Michael Wilson, Executive Vice President of Ames

 

Corporation

 

 

National Corporation

 

  

LENDER:

 

GREEN BELT BANK & TRUST

 

By: /s/ Prentice Lee Lofstedt  
  Prentice Lee Lofstedt, Vice President/Commercial  
  Loans  

 

 

 
EX-10.3 4 ex_661634.htm EXHIBIT 10.3 ex_661634.htm

Exhibit 10.3

 

STOCK PLEDGE AND SECURITY AGREEMENT

 

THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Security Agreement") shall be effective as of the April 25, 2024 (the "Effective Date") by and between Ames National Corporation, an Iowa corporation, (the "Borrower"), Reliance State Bank, an Iowa domestic bank ("RSB"), and Green Belt Bank & Trust, an Iowa domestic bank (the "Secured Party").

 

WHEREAS, Secured Party has agreed to make a loan to Borrower who shall use all loan proceeds solely for the purpose of financing the Borrower's business operations, including working capital and general corporate purposes (unless specifically consented to the contrary by Lender in writing), as evidenced by that certain Promissory Note (the "Note") and other loan documents dated April 25, 2024, in the aggregate principal amount not to exceed $5,000,000.00 (as amended, supplemented, or otherwise modified from time to time, collectively the "Related Documents"), executed by Borrower in favor of Secured Party, copies of which are attached as "Exhibit A" hereto and incorporated by this reference; and

 

WHEREAS, a condition to Secured Party's agreement to make the loan is Borrower's pledge and grant of a security interest in certain collateral described below to secure the payment and performance of Borrower's obligations under the Related Documents.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the parties hereto mutually agree as follows:

 

1.    Definition of "Share" and "Collateral". For purposes of this Agreement, the "Shares" shall mean all shares of Common Stock of RSB owned by or titled in Borrower, whether such shares were previously purchased, currently owned or are currently being purchased by Borrower. The term "Collateral" shall mean the Shares and all dividends, distributions and other amounts of additional securities of RSB to which Borrower (with or without additional consideration) is or becomes entitled to by virtue of its ownership of the Shares or as the result of any corporate reorganization, merger, consolidation, stock split, stock dividend, conversion, preemptive right or other corporate transaction relating to the Shares, and the proceeds thereof.

 

2.    Pledge of Collateral & Secured Obligations.

 

a.    To secure the performance of and payment of all obligations under the Related Documents between Borrower and Secured Party, the Borrower hereby pledges, assigns and grants to Secured Party a valid and perfected lien on and security interest in the Collateral now owned or hereafter acquired by Borrower. Contemporaneously with the execution of this Agreement, and subject to the provisions hereof, the Borrower has delivered to Secured Party all certificates evidencing the Shares pledged to Secured Party, and such Shares and corresponding certificate numbers are listed on "Exhibit B" hereto.

 

b.    The Collateral secures the following secured obligations, as set out under the Related Documents and/or this Agreement as amended from time to time, with respect to the prompt payment of: (i) the principal of and premium, if any, and interest on the loan (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, attorneys' fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities, whether primary or secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower under or in respect of the Related Documents and this Agreement; and

 

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c.         All other covenants, duties, debts, obligations, and liabilities of the Borrower under or in respect of the Related Documents, this Agreement, or any other document made, delivered, or given in connection with any of the foregoing, in each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership, or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, fixed or otherwise. All such obligations, covenants, duties, debts, liabilities, sums, and expenses set forth in this Agreement and Section 2 are collectively referred to as the "Secured Obligations."

 

3.         Perfection of Pledge.

 

a.    Borrower shall, from time to time, as may be required by Secured Party with respect to all Collateral, take all actions as may be requested by Secured Party to perfect the security interest of Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 of the UCC, Borrower shall take all actions as may be requested from time to time by Secured Party so that control of such Collateral is obtained and at all times held by Secured Party. All of the foregoing shall be at the sole cost and expense of Borrower.

 

b.    Borrower hereby irrevocably authorizes Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, without the signature of Borrower where permitted by law. Borrower agrees to provide all information required by Secured Party pursuant to this Section 3 promptly to Secured Party upon request.

 

4.         Covenants.

 

a.    Affirmative Covenants. Until this Agreement is terminated pursuant to Section 10 hereto, the Borrower agrees that in the event it, by virtue of its ownership of any applicable portion of the Collateral, now is, or hereafter becomes, entitled (with or without additional consideration) to additional securities as the result of any corporate reorganization, merger, consolidation, membership unit split, membership unit dividend, conversion or preemptive right or other corporate transaction relating to the Shares, Borrower shall cause any certificates evidencing Borrower's ownership thereof to be delivered to Secured Party. Borrower agrees that such additional securities shall constitute a portion of the Collateral and be subject to this Agreement in the same manner and to the same extent as the Shares pledged hereby on the date hereof.

 

b.    Negative Covenants. Until this Agreement is terminated pursuant to Section 10 hereto, the Borrower shall not, without the prior written consent of Secured Party, create, incur, assume or permit to exist any lien, security interest or other encumbrance upon any of the Collateral, whether now owned or hereafter acquired, except the lien and security interest created by this Agreement.

 

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5.         Dividends and Voting Rights.

 

a.    Secured Party agrees that unless an Event of Default (as set forth under Section 7 below) shall have occurred and be continuing, Borrower may, to the extent the Borrower has such right as a holder of the Collateral, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, any such vote, consent, ratification or waiver would detract from the value thereof as Collateral (excluding dividends paid in the normal course of business, subject to the limitations detailed in paragraph 5c below) or which could be inconsistent with or result in any violation of any provision of the Related Documents or other agreements between Borrower and Secured Party evidencing the Secured Obligations or this Agreement, and from time to time, upon request from the Borrower, Secured Party shall deliver to the Borrower suitable proxies so that the Borrower may cast such votes, consents, ratifications and waivers.

 

b.    Secured Party agrees that the Borrower may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash dividends and other distributions with respect to the Collateral.

 

c.    Notwithstanding any other provision of this Agreement or the Related Documents to the contrary, Secured Party and Borrower agree that if an Event of Default shall have occurred: (a) Borrower shall retain cash dividends and/or any other distributions allocated to Borrower with respect to the pledged Collateral prior to such Event of Default and (b) all cash dividends and/or any other distributions allocated to Borrower with respect to the Collateral after such Event of Default shall be held by Borrower in trust for the benefit of the Secured Party.

 

6.         Representations and Warranties. The Borrower represents and warrants as follows:

 

a.    The Shares constituting the Collateral have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase or similar rights. All information set forth in Exhibit B regarding the Shares is accurate and complete.

 

b.    At the time the Collateral becomes subject to the lien and security interest created by this Agreement or the Related Documents, the Borrower will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement or the Related Documents.

 

c.    The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

 

d.    Borrower has full power, authority, and legal right to borrower the loan and pledge the Collateral pursuant to this Agreement.

 

e.    Both this Agreement and the Related Documents have been duly authorized, executed, and delivered by the Borrower and constitutes a legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

 

f.    No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the borrowing of the loan and the pledge by the Borrower of the Collateral pursuant to this Agreement or for the execution and delivery of the Related Documents and this Agreement by the Borrower or the performance by the Borrower of its obligations thereunder.

 

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g.    The execution and delivery of the Related Documents and this Agreement by the Borrower and the performance by the Borrower of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Borrower or any of its property, or the organizational or governing documents of the Borrower or any agreement or instrument to which the Borrower is party or by which it or its property is bound.

 

h.    The Borrower has taken all action required on its part for control (as defined in Section 8106 of the UCC) to have been obtained by the Secured Party over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of all or any part of the Collateral. Without limiting the foregoing, all certificates, agreements or instruments representing or evidencing the Shares in existence on the date hereof have been delivered to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed undated instruments of transfer or assignment in blank.

 

7.         Default and Remedies.

 

a.         The occurrence of any of the following events shall constitute an event of default ("Event of Default") hereunder:

 

(i)    Borrower's breach of or failure to perform any covenant, warranty, representation, promise or other term of this Agreement or the Related Documents, which breach or failure to perform is not cured by the Borrower within thirty (30) days after written notice of such breach or failure to perform is delivered by Secured Party to the Borrower; or

 

(ii)    Any Default (as defined in the Note) under the Note or any other instance of default defined under any other Loan Document between Secured Party and Borrower.

 

b.         Remedies. If an Event of Default shall occur, and during any period in which such Event of Default is continuing, Secured Party, at Secured Party's option, may at any time and from time to time:

 

(i)    exercise all voting powers pertaining to the Collateral and otherwise act with respect thereto as though Secured Party were the owner thereof; and/or

 

(ii)    receive all dividends or distributions of any kind whatsoever on all or any of the Collateral; and/or

 

(iii)    sell, assign and deliver the whole of the Collateral or, from time to time, any part of the Collateral, in accordance with appliable law, including, without limitation, those rights and remedies available to a secured party under the Uniform Commercial Code in effect in the State of Iowa;

 

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(iv)    If any Event of Default shall have occurred and be continuing, the Secured Party may, without any other notice to or demand upon the Borrower, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Borrower at its notice address as provided in Section 11(e) ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Secured Party may sell such Collateral on such terms and to such purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Borrower hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale; and/or

 

(v)         exercise any and all other rights and remedies, or take any actions or execute any instruments or documents available to it under appliable law, including, without limitation, those rights and remedies available to a secured party under the Uniform Commercial Code in effect in the State of Iowa.

 

Secured Party Appointed as Attorney-in-Fact. With respect to the actions described in each of subsections (i) through (iv) above and other actions specified throughout this Agreement, Borrower and RSB do hereby appoint Secured Party to be the Borrower's true and lawful attorney-in-fact to perform any act, take any action, execute and sign any document, statement, instrument or other writing and to do and perform any and all acts and things required of Borrower under the terms of this Agreement or the Related Documents in the name, place and on behalf of the Borrower, including, without limitation, the execution of endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Collateral. This power of attorney shall be irrevocable until the Note and Related Documents are paid or forgiven in full and shall be deemed to be a power coupled with an interest. Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

 

c.    Secured Party May Bid. To the extent permitted by applicable law, at any sale made pursuant to Section 7(b)(iii) above, Secured Party may bid for and purchase, free from any right of equity or redemption on the part of Borrower (the same hereby being waived and released by Borrower), any part or all of the Collateral that is offered for sale, and Secured Party, upon compliance with the terms of sale, may hold, retain and dispose of such Collateral without further accountability therefor.

 

d.    Collateral and/or Proceeds of Sale. The Collateral and/or proceeds of any sale of the whole or any part of the Collateral held by Secured Party under the provisions of this Agreement shall be applied to any outstanding obligations of Borrower under the Note and Related Documents between Secured Party and Borrower.

 

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e.    No Duty of Secured Party. Secured Party shall have no duty to exercise any of the rights, privileges, options or powers or to sell or otherwise realize upon any of the Collateral, as herein authorized, and Secured Party shall not be responsible for any failure to do so or delay in so doing.

 

f.    Effect of Sale. Any sale of all or any portion of the Collateral pursuant to this Section 7 shall operate to divest all right, title and interest of Borrower to the Collateral which is the subject of any such sale.

 

g.    Default Notice. Notwithstanding any other provision of the Agreement, or the Related Documents to the contrary, the Secured Party and the Borrower agree the Secured Party shall give not less than thirty (30) days prior written notice to Borrower of any sale of Collateral pursuant to this Section 7. The Borrower and Secured Party hereby mutually agree that such notice is commercially reasonable.

 

8.    Reasonable Care. Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Secured Party accords its own property, it being understood that Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by Secured Party of any of the rights and remedies hereunder, shall relieve the Borrower from the performance of any obligation on the Borrower's part to be performed or observed in respect of any of the Collateral.

 

9.    Security Interest Absolute. Borrower hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of Secured Party and liens and security interests hereunder, and all Secured Obligations and Related Documents of the Borrower hereunder, shall be absolute and unconditional irrespective of:

 

 

a.

any illegality or lack of validity or enforceability of any Secured Obligation, Loan Document, or any related agreement or instrument;

 

 

b.

any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, the Related Documents, or any rescission, waiver, amendment or other modification of the documents evidencing the Secured Obligations, this Agreement or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;

 

 

c.

any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations and Related Documents;

 

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d.

any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations and Related Documents;

 

 

e.

any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations or Related Documents;

 

 

f.

any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrower against the Secured Party; or

 

 

g.

any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Secured Obligations or Related Documents or this Agreement, or any existence of or reliance on any representation by Secured Party that might vary the risk of Borrower or otherwise operate as a defense available to, or a legal or equitable discharge of, Borrower or any other grantor, guarantor or surety.

 

10.    Termination of Agreement. This Agreement shall be terminated upon the earlier of: (i) the satisfaction in full of all Borrower's obligations under the Related Documents between Borrower and Secured Party, or (ii) the date, if any, on which Secured Party releases or gives the entire outstanding principal balance of the Note pursuant to the terms of the Note and other Related Documents, or any future obligations between Borrower and Secured Party. Upon termination or release, Secured Party will, at Borrower's sole expense and request, (a) duly assign, transfer and deliver to or at the direction of the Borrower (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of Secured Party, together with any monies at the time held by Secured Party hereunder, and (b) execute and deliver to the Borrower a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

 

11.    Miscellaneous.

 

a.    Rights Cumulative. Each and every right, remedy and power granted to Secured Party hereunder shall be cumulative and in addition to any other right, remedy or power specifically granted herein or available to it at law or in equity. Any failure or delay on the part of Secured Party in exercising any such right, remedy or power, or abandonment or discontinuance of steps to enforce the same, shall not operate as a waiver thereof or affect the right of Secured Party thereafter to exercise the same, and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power, and no such failure, delay, abandonment or single or partial exercise of rights of Secured Party hereunder shall be deemed to establish a custom or course of dealing or performance between the parties hereto.

 

b.    Continuing Security Interest; Further Actions. This Agreement shall create a continuing lien and security interest in the Collateral and shall (a) remain in full force and effect until payment and performance in full of the Borrower's current or future obligations to Secured Party, (b) be binding upon the Borrower, its successors and assigns, and (c) inure to the benefit of Secured Party and its successors, transferees and assigns; provided that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement or the Related Documents without the prior written consent of Secured Party.

 

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b.    Modification. Any modification or waiver of any provision of this Agreement shall not be effective in any event unless the same is in writing and signed by Secured Party and then, in such circumstances, such modification, waiver or consent shall be effective only in the specific instance and for the specific purpose given. Any notice to or demand on Borrower in any event not specifically required of Secured Party hereunder shall not entitle Borrower to any other or further notice or demand in the same, similar or other circumstances unless specifically required hereunder.

 

c.    Further Assurances. Borrower agrees that at any time, and from time to time, after the execution and delivery of this Agreement, upon the reasonable request of Secured Party and at its expense, Borrower will promptly execute and deliver such further documents and perform such further acts as Secured Party may reasonably request in order to effect fully the purposes of this Agreement and to subject to the security interest created hereby any Collateral intended by the provisions hereof to be covered hereby.

 

d.    Preservation of Collateral. Borrower agrees that it will warrant, preserve, maintain and defend, at its expense, the right, title and interest of Secured Party in and to the Collateral and all right, title and interest represented thereby against all claims, charges and demands of all persons whomsoever.

 

e.    Notices. All notices and communications under this Agreement shall be in writing and shall be given as to either party's last known address. A party shall be deemed to have conclusively received notice hereunder on the third day after deposit of written notice in the U.S. mail.

 

f.    Governing Law. This Agreement shall be governed by the substantive laws of the State of Iowa without regard to conflicts of law principles.

 

h.    Severability. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Agreement shall be construed as not containing such provisions and the invalidity of any provisions hereof and any and all other provisions hereof which otherwise are lawful and valid shall remain in full force and effect.

 

i.    Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf' or "tif') format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitutes the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

 

j.    RSB Acknowledgement & Representations and Warranties. RSB acknowledges and agrees to the terms, conditions, and covenants contained in this Agreement and fully understands that Secured Party shall, so long as Borrower's obligations under the Note and Related Documents with Secured Party remain in force, maintain a first priority security interest in the RSB common capital stock subject to this Agreement. RSB additionally represents and warrants that it: 1) shall not issue additional stock without the written consent of Secured Party; 2) that this Agreement does not violate its Articles of Incorporation, Bylaws, or any Shareholder/Buy-Sell Agreement of RSB; and 3) expressly acknowledges and accepts the pledge of Shares under this Agreement.

 

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IN WITNESS WHEREOF, Borrower, Green Belt Bank & Trust, and Reliance State Bank have caused this Agreement to be executed as of the Effective Date.

 

BORROWER

 

AMES NATIONAL CORPORATION

 

By: /s/ John P. Nelson
Name: John P. Nelson                                                     

Title: President & Chief Executive Officer                   

 

 

By: /s/ Michael Wilson
Name: Michael Wilson
Title: Executive Vice President & Chief Lending Officer

 

SECURED PARTY

 

GREEN BELT BANK & TRUST

 

By: /s/ Prentice Lofstedt
Name: Prentice Lofstedt                                                

Title: VP/Commercial Lender                                       

 

 

RELIANCE STATE BANK

 

By: /s/ Rick Schreier
Name: Rick Schreier                                                     

Title: President & CEO                                                

 

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EXHIBIT A

 

Related Documents

 

(See Attached)

 

10

 

EXHIBIT B


Shares & Certificates


(See Attached)

 

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SHARE TRANSFER POWER

 

For value received, the undersigned transferor (the "Transferor") hereby sells, assigns, and transfers to Green Belt Bank & Trust ("Transferee") all of Transferor's right, title and interest in and to the following shares of common capital stock of Reliance State Bank, an Iowa domestic bank (the "Company"), described as follows:

 

Certificate
Number

Transferor Name

Date Issued

# of Shares

001

Ames National Corporation

4-27-2012

25,440

 

The undersigned hereby irrevocably appoints the Secretary of the Company as their attorney-in-fact to transfer the aforementioned shares of common stock of the Company to the Transferee on the books and records of the Company, with full power of substitution in the premises.

 

Dated 4/25/2024                                            

 

 

TRANSFEROR:

 

AMES NATIONAL CORPORATION

 

By: /s/ John P. Nelson
Name: John P. Nelson                                                     

Title: President & Chief Executive Officer                   

 

 

By: /s/ Michael Wilson

Name: Michael Wilson
Title: Executive Vice President & Chief Lending Officer

 

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