EdgarFiling





EXHIBIT 10.1


 


 





	
    AMENDED AND RESTATED LOAN AGREEMENT
	


 


THIS AMENDED AND RESTATED LOAN AGREEMENT (the
“Agreement”), is entered into as of August 31, 2021, between NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION,
a Delaware corporation (the “Borrower”), with an address at 4201 WOODLAND ROAD, CIRCLE PINES, MINNESOTA 55014-1794,
and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 1900 E 9th St, Cleveland, OH 44114. This
Agreement amends, restates and replaces that certain Loan Agreement dated January 10, 2011 between the Bank and the Borrower.


 


The Borrower and the Bank, with the intent to be legally bound, agree as
follows:


 


1.                 
Loan. The Bank has made or may make
one or more loans (“Loan”) to the Borrower subject to the terms and conditions and in reliance upon the representations
and warranties of the Borrower set forth in this Agreement. Each Loan shall be used for business purposes (and not for personal, family
or household use) and is or will be evidenced by a promissory note or notes of the Borrower and all renewals, extensions, amendments and
restatements thereof (whether one or more, collectively, the “Note”) acceptable to the Bank, which shall set forth
the interest rate, repayment and other provisions of the respective Loan, the terms of which are incorporated into this Agreement by reference.


 


The Loans governed by this Agreement shall include the Loans specifically
described below, if any, and any additional lines of credit or term loans that the Bank has made or may, in its sole discretion, make
to the Borrower in the future.


 


2.                 
Security. The security for repayment
of the Loan shall include but not be limited to the collateral, guaranties and other documents heretofore, contemporaneously or hereafter
executed and delivered to the Bank (the “Security Documents”), which shall secure repayment of the Loan and all other
loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank described therein (hereinafter
referred to collectively as the “Obligations”).


 


This Agreement, the Note, the Security Documents and all other agreements
and documents executed and/or delivered pursuant or subject hereto, as each may be amended, modified, extended or renewed from time to
time, are collectively referred to as the “Loan Documents.” Capitalized terms not defined herein shall have the meanings
ascribed to them in the Loan Documents.


 


3.                 
Representations and Warranties. The
Borrower hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect
until the Obligations are paid in full, and which shall be true and correct except as otherwise set forth on the Addendum attached hereto
and incorporated herein by reference (the “Addendum”):


 


3.1             
Existence, Power and Authority. If not a natural person, the Borrower is duly organized,
validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority
to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in
good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification
or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution
and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under
this Agreement and to perform all of the other terms and provisions of the Loan Documents.


 






     


     


    

 


3.2             
Financial Statements. The Borrower has delivered or caused to be delivered to the Bank
its most recent Financial Statements (as defined herein). The Financial Statements are true, complete and accurate in all material respects
and fairly present the Borrower’s financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise
and the results of the Borrower’s operations for the period specified therein. The Financial Statements have been prepared in accordance
with generally accepted accounting principles in effect from time to time (“GAAP”) consistently applied from period
to period, subject in the case of interim statements to normal year-end adjustments and to any comments and notes acceptable to the Bank
in its sole discretion. As used herein, “Financial Statements” shall mean (i) with respect to an entity that is not
a natural person, consolidated and, if required by the Bank in its sole discretion, consolidating balance sheets statements of income
and cash flows for the year, month or quarter together with year-to-date figures and comparative figures for the corresponding periods
of the prior year, prepared in accordance with GAAP, consistently applied from period to period; and (ii) with respect to natural persons,
means personal financial statements and federal income tax returns.


 


3.3             
No Material Adverse Change. Since the date of the most recent Financial Statements, the
Borrower has not suffered any damage, destruction or loss, and no event or condition has occurred or exists, which has resulted or could
result in a material adverse change in its business, assets, operations, condition (financial or otherwise) or results of operation.


 


3.4             
Binding Obligations. The Borrower has full power and authority to enter into the transactions
provided for in this Agreement and has been duly authorized to do so by appropriate action of its Board of Directors if the Borrower is
a corporation, its members and/or managers, as applicable, if the Borrower is a limited liability company, all its general partners if
the Borrower is a partnership or otherwise as may be required by law, charter, other organizational documents or agreements; and the Loan
Documents, when executed and delivered by the Borrower, will constitute the legal, valid and binding obligations of the Borrower enforceable
in accordance with their terms.


 


3.5             
No Defaults or Violations. There does not exist any Default or Event of Default, as hereinafter
defined, under this Agreement, or any default or violation by the Borrower of or under any of the terms, conditions or obligations of:
(i) its partnership agreement if the Borrower is a partnership, its articles or certificate of incorporation, regulations and bylaws if
the Borrower is a corporation, its articles or certificate of organization and operating agreement if the Borrower is a limited liability
company, or its other organizational documents as applicable; (ii) any indenture, mortgage, deed of trust, franchise, permit, contract,
agreement, or other instrument to which it is a party or by which it is bound; or (iii) any law, ordinance, regulation, ruling, order,
injunction, decree, condition or other requirement applicable to or imposed upon it by any law, the action of any court or any governmental
authority or agency; and the consummation of this Agreement and the transactions set forth herein will not result in any such Default,
Event of Default or violation.


 


3.6             
Title to Assets. The Borrower has good and marketable title to the assets reflected on
the most recent Financial Statements, free and clear of all liens and encumbrances, except for (i) liens in favor of the Bank; (ii) current
taxes and assessments not yet due and payable; (iii) assets disposed of by the Borrower in the ordinary course of business since the date
of the most recent Financial Statements; and (iv) those liens or encumbrances, if any, specified on the Addendum.


 


3.7             
Litigation. There are no actions, suits, proceedings or governmental investigations pending
or, to the knowledge of the Borrower, threatened against the Borrower, which could result in a material adverse change in its business,
assets, operations, condition (financial or otherwise) or results of operations and there is no basis known to the Borrower for any action,
suit, proceeding or investigation which could result in such a material adverse change. All pending and threatened litigation against
the Borrower is listed on the Addendum attached hereto.


 






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3.8             
Tax Returns. The Borrower has filed all returns and reports that are required to be filed
by it in connection with any federal, state or local tax, duty or charge levied, assessed or imposed upon it or its property or withheld
by it, including income, unemployment, social security and similar taxes, and all of such taxes have been either paid or adequate reserves
or other provision has been made therefor.


 


3.9             
Employee Benefit Plans. Each employee benefit plan as to which the Borrower may have any
liability complies in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974 (as
amended from time to time, “ERISA”), including minimum funding requirements, and (i) no Prohibited Transaction (as
defined under ERISA) has occurred with respect to any such plan; (ii) no Reportable Event (as defined under Section 4043 of ERISA) has
occurred with respect to any such plan which would cause the Pension Benefit Guaranty Corporation to institute proceedings under Section
4042 of ERISA; (iii) the Borrower has not withdrawn from any such plan or initiated steps to do so; and (iv) no steps have been taken
to terminate any such plan.


 


3.10         
Environmental Matters. The Borrower is in compliance, in all material respects, with all
Environmental Laws (as hereinafter defined), including, without limitation, all Environmental Laws in jurisdictions in which the Borrower
owns or operates, or has owned or operated, a facility or site, stores Collateral, arranges or has arranged for disposal or treatment
of hazardous substances, solid waste or other waste, accepts or has accepted for transport any hazardous substances, solid waste or other
wastes or holds or has held any interest in real property or otherwise. Except as otherwise disclosed on the Addendum, no litigation or
proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the best of the Borrower’s knowledge,
threatened against the Borrower, any real property in which the Borrower holds or has held an interest or any past or present operation
of the Borrower. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or to the best
of the Borrower’s knowledge has occurred, on, under or to any real property in which the Borrower holds or has held any interest
or performs or has performed any of its operations, in violation of any Environmental Law. As used in this Section, “litigation
or proceeding” means any demand, claim notice, suit, suit in equity, action, administrative action, investigation or inquiry
whether brought by a governmental authority or other person, and “Environmental Laws” means all provisions of laws,
statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated
by any governmental authority concerning health, safety and protection of, or regulation of the discharge of substances into, the environment.


 


3.11         
Intellectual Property. The Borrower owns or is licensed to use all patents, patent rights,
trademarks, trade names, service marks, copyrights, intellectual property, technology, know-how and processes necessary for the conduct
of its business as currently conducted that are material to the condition (financial or otherwise), business or operations of the Borrower.


 


3.12         
Regulatory Matters. No part of the proceeds of any Loan will be used for “purchasing”
or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U
of the Board of Governors of the Federal Reserve System as now and from time to time in effect or for any purpose which violates the provisions
of the Regulations of such Board of Governors.


 


3.13         
Solvency. As of the date hereof and after giving effect to the transactions contemplated
by the Loan Documents, (i) the aggregate value of the Borrower’s assets will exceed its liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities); (ii) the Borrower will have sufficient cash flow to enable it to pay its debts as they become
due; and (iii) the Borrower will not have unreasonably small capital for the business in which it is engaged.


 






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3.14         
Disclosure. None of the Loan Documents contains or will contain any untrue statement of
material fact or omits or will omit to state a material fact necessary in order to make the statements contained in this Agreement or
the Loan Documents not misleading. There is no fact known to the Borrower which materially adversely affects or, so far as the Borrower
can now foresee, might materially adversely affect the business, assets, operations, condition (financial or otherwise) or results of
operation of the Borrower and which has not otherwise been fully set forth in this Agreement or in the Loan Documents.


 


3.15         
Beneficial Owners. If the Borrower is or was required to execute and deliver to the Bank
a Certification of Beneficial Owner(s) (individually and collectively, as updated from time to time, the “Certification of Beneficial
Owners”), the information in the Certification of Beneficial Owners, as updated from time to time in accordance with this Agreement,
is true, complete and correct as of the date thereof, as of the date hereof and as of the date any such update is delivered to the Bank.
The Borrower acknowledges and agrees that the Certification of Beneficial Owners is a Loan Document.


 


4.                 
Affirmative Covenants. The Borrower
agrees that from the date of execution of this Agreement until all Obligations have been paid in full and any commitments of the Bank
to the Borrower have been terminated, the Borrower will:


 


4.1             
Books and Records. Maintain books and records in accordance with GAAP and give representatives
of the Bank access thereto at all reasonable times, including permission to examine, copy and make abstracts from any of such books and
records and such other information as the Bank may from time to time reasonably request, and the Borrower will make available to the Bank
for examination copies of any reports, statements and returns which the Borrower may make to or file with any federal, state or local
governmental department, bureau or agency.


 


4.2             
Financial Reporting. Deliver or cause to be delivered to the Bank (i) the Financial Statements,
reports and certifications, if any, set forth on the Addendum and (ii) such other information about Borrower’s or Guarantor’s
financial condition, properties and operations as and when requested by the Bank, from time to time. As used herein, “Guarantor”
shall collectively refer to each Entity Guarantor and Individual Guarantor of the Obligations, jointly and severally; “Entity
Guarantor” shall mean each Guarantor who is not a natural person; and “Individual Guarantor” shall mean each
Guarantor who is a natural person.


 


4.3             
Payment of Taxes and Other Charges. Pay and discharge when due all indebtedness and all
taxes, assessments, charges, levies and other liabilities imposed upon the Borrower, its income, profits, property or business, except
those which currently are being contested in good faith by appropriate proceedings and for which the Borrower shall have set aside adequate
reserves or made other adequate provision with respect thereto acceptable to the Bank in its sole discretion.


 


4.4             
Maintenance of Existence, Operation and Assets. Do all things necessary to (i) maintain,
renew and keep in full force and effect its organizational existence and all rights, permits and franchises necessary to enable it to
continue its business as currently conducted; (ii) continue in operation in substantially the same manner as at present; (iii) keep its
properties in good operating condition and repair; and (iv) make all necessary and proper repairs, renewals, replacements, additions and
improvements thereto.


 






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4.5             
Insurance. Maintain, with financially sound and reputable insurers, insurance with respect
to its property and business against such casualties and contingencies, of such types and in such amounts, as is customary for established
companies engaged in the same or similar business and similarly situated. In the event of a conflict between the provisions of this Section
and the terms of any Security Documents relating to insurance, the provisions in the Security Documents will control.


 


4.6             
Compliance with Laws. Comply with all laws applicable to the Borrower and to the operation
of its business (including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits
or environmental, occupational and health standards and controls).


 


4.7             
Bank Accounts. Establish and maintain at the Bank the Borrower’s primary depository
accounts.


 


4.8             
Financial Covenants. Comply with all of the financial and other covenants, if any, set
forth on the Addendum.


 


4.9             
Additional Reports. Provide prompt written notice to the Bank of the occurrence of any
of the following (together with a description of the action which the Borrower proposes to take with respect thereto): (i) any Event of
Default or any event, act or condition which, with the passage of time or the giving of notice, or both, would constitute an Event of
Default (a “Default”); (ii) any litigation filed by or against the Borrower; (iii) any Reportable Event or Prohibited
Transaction with respect to any Employee Benefit Plan(s) (as defined in ERISA) or (iv) any event which might result in a material adverse
change in the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower.


 


4.10         
Certification of Beneficial Owners and Other Additional Information. Provide: (i) such
information and documentation as may reasonably be requested by the Bank from time to time for purposes of compliance by the Bank with
applicable laws (including without limitation the USA PATRIOT Act and other “know your customer” and anti-money laundering
rules and regulations), and any policy or procedure implemented by the Bank to comply therewith; and (ii) if the Borrower is or was required
to deliver a Certification of Beneficial Owners to the Bank, (a) confirmation of the accuracy of the information set forth in the most
recent Certification of Beneficial Owners provided to the Bank, as and when requested by the Bank; and (b) a new Certification of Beneficial
Owners in form and substance acceptable to the Bank when the individual(s) identified as a controlling party and/or a direct or indirect
individual owner on the most recent Certification of Beneficial Owners provided to the Bank have changed.


 


5.                 
Negative Covenants. The Borrower covenants
and agrees that from the date of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower
have been terminated, except as set forth in the Addendum, the Borrower will not, without the Bank’s prior written consent:


 


5.1             
Indebtedness. Create, incur, assume or suffer to exist any indebtedness for borrowed money
other than:


 


		(i)	the Loan and any subsequent indebtedness to the Bank; and



 


		(ii)	open account trade debt incurred in the ordinary course of business and not past due.



 






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5.2             
Liens and Encumbrances. Except as provided in Section 3.6, create, assume, incur or permit
to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter
acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement.


 


5.3             
Guarantees. Guarantee, endorse or become contingently liable for the obligations of any
person, firm, corporation or other entity, except in connection with the endorsement and deposit of checks for collection in the ordinary
course of business.


 


5.4             
Loans or Advances. Purchase or hold beneficially any stock, other securities or evidence
of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire
any interest whatsoever in, any other person, firm, corporation or other entity, except investments disclosed on the Borrower’s
Financial Statements that have been provided to the Bank on or before the date hereof, or that are otherwise acceptable to the Bank in
its sole discretion.


 


5.5             
Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate with or into
any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a substantial part of its property,
assets, operations or business, whether now owned or hereafter acquired.


 


5.6             
Change in Business, Management or Ownership. Make or permit, nor shall any Guarantor or
grantor under the Security Documents make or permit, any change in (i) its form of organization, including a division into two or more
entities; (ii) the nature of its business as carried on as of the date hereof; (iii) the composition of its current executive management;
or (iv) its equity ownership.


 


5.7             
Dividends. On and after the occurrence of an Event of Default or if an Event of Default
would occur as a result thereof, declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership
interest, or purchase, redeem, retire or otherwise acquire any of its equity up to $3,000,000.00.


 


5.8             
Acquisitions. Make acquisitions of all or substantially all of the property or assets
of any person, firm, corporation or other entity.


 


6.                 
Events of Default. The occurrence of
any of the following will be deemed to be an “Event of Default”:


 


6.1             
Covenant Default. The Borrower shall default in the performance of any of the covenants
or agreements contained in this Agreement.


 


6.2             
Breach of Warranty. Any Financial Statement, representation, warranty or certificate made
or furnished by the Borrower to the Bank in connection with this Agreement shall be false, incorrect or incomplete when made.


 


6.3             
Other Default. The occurrence of (i) an Event of Default as defined in the Note or any
of the Loan Documents and (ii) a default or event of default under or as defined in any other agreement, instrument or document between
the Borrower and PNC Bank, National Association or any of its subsidiaries or affiliates.


 






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Upon the occurrence of an Event of Default, the Bank will have all rights
and remedies specified in the Note and the Loan Documents and all rights and remedies (which are cumulative and not exclusive) available
under applicable law or in equity.


 


7.                 
Conditions. The Bank’s obligation
to make any advance under any Loan, or to issue any letter of credit, is subject to the conditions that as of the date of the advance:


 


7.1             
No Event of Default. No Event of Default or Default shall have occurred and be continuing.


 


7.2             
Authorization Documents. The Bank shall have received certified copies of resolutions
of the board of directors, the general partners or the members or managers of any partnership, corporation or limited liability company
that executes this Agreement, the Note or any of the other Loan Documents; or other proof of authorization satisfactory to the Bank.


 


7.3             
Receipt of Loan Documents. The Bank shall have received the Loan Documents and such other
instruments and documents which the Bank may reasonably request in connection with the transactions provided for in this Agreement, which
may include an opinion of counsel in form and substance satisfactory to the Bank for any party executing any of the Loan Documents.


 


7.4             
Fees. The Bank shall have received all fees owing in respect of the Loan.


 


8.                 
Fees; Expenses. The Borrower agrees
to reimburse the Bank, upon the execution of this Agreement, and otherwise on demand, all fees due and payable to the Bank hereunder and
under the other Loan Documents and all costs and expenses incurred by the Bank in connection with the preparation, negotiation and delivery
of this Agreement and the other Loan Documents, and any modifications or amendments thereto or renewals thereof, and the collection of
all of the Obligations, including but not limited to enforcement actions, relating to the Loan, whether through judicial proceedings or
otherwise, or in defending or prosecuting any actions or proceedings arising out of or relating to this Agreement, including (i) reasonable
fees and expenses of counsel (which may include costs of in-house counsel); (ii) all costs related to conducting UCC, title and other
public record searches; (iii) fees for filing and recording documents in the public records to perfect the Bank’s liens and security
interests; (iv) expenses for auditors, appraisers and environmental consultants; and (v) taxes. The Borrower hereby authorizes and directs
the Bank to charge Borrower's deposit account(s) with the Bank for any and all of the foregoing fees, costs and expenses.


 


9.                 
Increased Costs. On written demand,
together with written evidence of the justification therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses
suffered or payments made by the Bank as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation
of capital or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System)
on the Bank, its holding company or any of their respective assets relative to the Loan. “Change in Law” means the
occurrence, after the date hereof, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty;
(ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof
by any governmental authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the
force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel
III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 






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10.             
Miscellaneous.


 


10.1         
Notices. All notices, demands, requests, consents, approvals and other communications
required or permitted hereunder (“Notices”) must be in writing (except as may be agreed otherwise above with respect
to borrowing requests or as otherwise provided in this Agreement) and will be effective upon receipt. Notices may be given in any manner
to which the parties may agree. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial
courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent
electronically to any electronic address provided by a party from time to time. Notices may be sent to a party’s address as set
forth above or to such other address as any party may give to the other for such purpose in accordance with this section.


 


10.2         
Preservation of Rights. No delay or omission on the Bank’s part to exercise any
right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the
Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder are cumulative and not
exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity.


 


10.3         
Illegality. If any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, it shall not affect or impair the validity, legality and enforceability of the remaining provisions of this
Agreement.


 


10.4         
Changes in Writing. No modification, amendment or waiver of, or consent to any departure
by the Borrower from, any provision of this Agreement will be effective unless made in a writing signed by the party to be charged, and
then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the
foregoing, the Bank may modify this Agreement or any of the other Loan Documents for the purposes of completing missing content or correcting
erroneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the
Borrower (which notice may be given by electronic mail). No notice to or demand on the Borrower will entitle the Borrower to any other
or further notice or demand in the same, similar or other circumstance.


 


10.5         
Entire Agreement. This Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof.


 


10.6         
Counterparts. This Agreement and any other Loan Document may be signed in any number of
counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement or any other Loan Document by facsimile transmission shall be
effective as delivery of a manually executed counterpart. Any party so executing this Agreement or any other Loan Document by facsimile
transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity
of the counterpart executed by facsimile transmission.


 


10.7         
Successors and Assigns. This Agreement will be binding upon and inure to the benefit of
the Borrower and the Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Borrower
may not assign this Agreement in whole or in part without the Bank’s prior written consent and the Bank at any time may assign this
Agreement in whole or in part.


 






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10.8         
Interpretation. In this Agreement, unless the Bank and the Borrower otherwise agree in
writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references
to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the
word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include”
shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections)
or exhibits are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include
all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications
are not prohibited by the terms of this Agreement. Section headings in this Agreement are included for convenience of reference only and
shall not constitute a part of this Agreement for any other purpose. Unless otherwise specified in this Agreement, all accounting terms
shall be interpreted and all accounting determinations shall be made in accordance with GAAP. If this Agreement is executed by more than
one party as Borrower, the obligations of such persons or entities will be joint and several.


 


10.9         
No Consequential Damages, Etc. The Bank will not be responsible for any damages, consequential,
incidental, special, punitive or otherwise, that may be incurred or alleged by any person or entity, including the Borrower and any Guarantor,
as a result of this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby, or the use of the proceeds of
the Loan.


 


10.10     
Assignments and Participations. At any time, without any notice to the Borrower, the Bank
may sell, assign, transfer, negotiate, grant participations in, or otherwise dispose of all or any part of the Bank’s interest in
the Loan. The Borrower hereby authorizes the Bank to provide, without any notice to the Borrower, any information concerning the Borrower,
including information pertaining to the Borrower’s financial condition, business operations or general creditworthiness, to any
assignee of or participant in or any prospective assignee of or participant in all or any part of the Bank’s interest in the Loan.


 


10.11     
USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each Borrower
that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address,
taxpayer identifying number and other information or documentation that will allow the Bank to identify the Borrower, such as organizational
documents. For some businesses and organizations, the Bank may also need to ask for identifying information and documentation relating
to certain individuals associated with the business or organization.


 


10.12     
Important Information about Phone Calls. By providing telephone number(s) to the Bank,
now or at any later time, the Borrower hereby authorizes the Bank and its affiliates and designees to contact the Borrower regarding the
Borrower’s account(s) with the Bank or its affiliates, whether such accounts are Borrower’s individual accounts or business
accounts for which Borrower is a contact, at such numbers using any means, including but not limited to placing calls using an automated
dialing system to cell, VoIP or other wireless phone number, or by leaving prerecorded messages or sending text messages, even if charges
may be incurred for the calls or text messages. Borrower hereby consents that any phone call with the Bank may be monitored or recorded
by the Bank.


 






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10.13     
Confidentiality. In connection with the Obligations, this Agreement and the other Loan
Documents, the Bank and the Borrower will be providing to each other, whether orally, in writing or in electronic format, nonpublic, confidential
or proprietary information (collectively, “Confidential Information”). Each of the Borrower and the Bank agrees (i)
to hold the Confidential Information of the other in confidence; and (ii) not to disclose or permit any other person or entity access
to the Confidential Information of the other party, except for disclosure or access (a) to a party’s affiliates and its or their
employees, officers, directors, agents, representatives, (b) to other third parties that provide or may provide ancillary support relating
to the Obligations, this Agreement and/or the other Loan Documents, (c) in connection with the exercise of any remedies or enforcement
of rights under this Agreement or any action or proceeding relating to the Obligations, this Agreement and/or the other Loan Documents,
(d) to its external or internal auditors or regulatory authorities, or (e) upon the order of a court or other governmental agency having
jurisdiction over a party. It is understood and agreed that the obligation to protect such Confidential Information shall be satisfied
if the party receiving such Confidential Information utilizes the same control (but no less than reasonable) as it does to avoid disclosure
of its own confidential and valuable information. It is also understood and agreed that no information shall be within the protection
of this Agreement where such information: (w) is or becomes publicly available through no fault of the party to whom such Confidential
Information has been disclosed, (x) is released by the originating party to anyone without restriction, (y) is rightly obtained from third
parties who are not, to such receiving party's knowledge, under an obligation of confidentiality, or (z) is required to be disclosed by
subpoena or similar process of applicable law or regulations.


 


For the purposes of this Agreement, Confidential Information
of a party shall include, without limitation, any financial information, scientific or technical information, design, process, procedure
or improvement and all concepts, documentation, reports, data, data formats, specifications, computer software, source code, object code,
user manuals, financial models, screen displays and formats, software, databases, inventions, knowhow, showhow and trade secrets, whether
or not patentable or copyrightable, whether owned by a party or any third party, together with all memoranda, analyses, compilations,
studies, notes, records, drawings, manuals or other documents or materials which contain or otherwise reflect any of the foregoing information.


 


Each of the Borrower and the Bank agrees to return
to the other or destroy all Confidential Information of the other upon the termination of this Agreement; provided, however, each party
may retain such limited information for customary archival and audit purposes only for reference with respect to prior dealings between
the parties subject at all times to the continuing terms of this Section 10.13.


 


Each of the Borrower and the Bank agrees not to use
the other's name or logo in any marketing, advertising or related materials, without the prior written consent of the other party.


 


10.14     
Sharing Information with Affiliates of the Bank. The Borrower acknowledges that from time
to time other financial and banking services may be offered or provided to the Borrower or one or more of its subsidiaries and/or affiliates
(in connection with this Agreement or otherwise) by the Bank or by one or more subsidiaries or affiliates of the Bank or of The PNC Financial
Services Group, Inc., and the Borrower hereby authorizes the Bank to share any information delivered to the Bank by the Borrower and/or
its subsidiaries and/or affiliates pursuant to this Agreement or any of the Loan Documents to any subsidiary or affiliate of the Bank
and/or The PNC Financial Services Group, Inc., subject to any provisions of confidentiality in this Agreement or any other Loan Documents.


 


10.15     
Electronic Signatures and Records. Notwithstanding any other provision herein, the Borrower
agrees that this Agreement, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or
authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic
record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication
which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.


 






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10.16     
Governing Law and Jurisdiction. This Agreement has been delivered to and accepted by the
Bank and will be deemed to be made in the State where the Bank’s office indicated above is located. THIS AGREEMENT WILL BE INTERPRETED
AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE BANK’S
OFFICE INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT
(OR EQUIVALENT) IN EFFECT IN THE STATE WHERE THE BANK’S OFFICE INDICATED ABOVE IS LOCATED (OR, TO THE EXTENT CONTROLLING, THE LAWS
OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The
Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or judicial district where
the Bank’s office indicated above is located; provided that nothing contained in this Agreement will prevent the Bank from bringing
any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against
any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Bank and the Borrower agree
that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue
and any objection based on a more convenient forum in any action instituted under this Agreement.





 


 


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10.17     
WAIVER OF JURY TRIAL. EACH OF THE BORROWER AND THE BANK IRREVOCABLY WAIVES ANY AND
ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED
IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER AND THE BANK ACKNOWLEDGE THAT
THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


 


The Borrower acknowledges that it has read and understands all the provisions of this Agreement,
including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.


 


 





WITNESS the due execution hereof as a document under seal, as of the date first written above.


 


 


	 	NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
	 	 	 	 
	 	By:	/s/ Matthew Wolsfeld	 
	 	 	(SEAL)	 
	 	Matthew Wolsfeld, Chief Financial Officer



 


 


	 	PNC BANK NATIONAL ASSOCIATION
	 	 	 	 
	 	By:	/s/ Yelena Spadafora	 
	 	 	(SEAL)	 
	 	Yelena Spadafora, Senior Vice President









 


 


 


 


 


 


 






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ADDENDUM


 


ADDENDUM to that certain Amended and Restated Loan Agreement dated August 31, 2021, 2021
between NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION as the Borrower and PNC Bank, National Association, as the Bank. Capitalized terms
used in this Addendum and not otherwise defined shall have the meanings given them in the Agreement. Section numbers below refer to the
sections of the Agreement.


 


3.6       Title to Assets. Describe additional
liens and encumbrances below:


 


None.


 


3.7       Litigation. Describe pending and
threatened litigation, investigations, proceedings, etc. below:


 


None.


 


3.10       Environmental Matters. Describe
pending or threatened litigation or proceeding arising under, relating to or in connection with any Environmental Law below:


 


None.


 


4.2       Financial Reporting Requirements.


 


1.       Borrower’s Financial
Reporting.


 


a)       Interim Financial Statements.
Within forty-five (45) days after the end of each quarter, the Borrower’s Financial Statements for such period, in reasonable detail,
certified by an authorized officer of the Borrower and prepared in accordance with GAAP, consistently applied from period to period.


 


b)       Annual Financial Statements.
Within one hundred twenty (120) days after the end of each fiscal year, the Borrower’s annual Financial Statements. The Financial
Statements will be prepared on an audited basis in accordance with GAAP by an independent certified public accountant selected by the
Borrower and satisfactory to the Bank. Audited Financial Statements shall contain the unqualified opinion of an independent certified
public accountant and all accountant examinations shall have been made in accordance with GAAP consistently applied from period to period.


 


CONTINUATION OF ADDENDUM


 


4.8       Financial Covenants.


 


(1)       The Borrower will maintain as of the end of each
fiscal year, a Fixed Charge Coverage Ratio of at least 1.10 to 1.00.


 


 






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As used herein:


 


“Current Maturities” means the scheduled payments of principal on all indebtedness
for borrowed money having an original term of more than one year (including but not limited to amortization of capital or finance lease
obligations), as shown on the Borrower’s Financial Statements as of one year prior to the date of determination.


 


“EBITDA” means net income plus interest expense plus income
tax expense plus depreciation plus amortization.


 


“Fixed Charge Coverage Ratio” means (i) EBITDA, divided by (ii) the
sum of Current Maturities plus interest expense plus cash taxes paid plus dividends plus Unfunded Capital Expenditures.


 


“Unfunded Capital Expenditures” means capital expenditures made from the
Borrower’s funds other than funds borrowed as term debt to finance such capital expenditures.


 


All of the above financial covenants shall be computed and determined
in accordance with GAAP applied on a consistent basis (subject to normal year-end adjustments).


 

 


 


 


 


 


 


 


 


 


 


 


 


 


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