EXHIBIT 10.1




 


LOAN AGREEMENT


 


THIS AGREEMENT, made as of
April 27, 2022, by and between Clearfield, Inc., a Minnesota corporation (“Borrower”) and Bremer Bank, National Association,
a national banking association ("Bank").


 


RECITALS:


 


WHEREAS, the Borrower has
requested an extension of credit from the Bank; and


 


WHEREAS, the Bank is willing
to agree to provide the requested credit to the Borrower on the terms and conditions provided herein.


 


NOW THEREFORE, in consideration
of the mutual covenants herein contained, the parties agree as follows:


 


1.       Documents
Delivered by Borrower. To induce the Bank to commit to make the requested loan and issue the Letter(s) of Credit, as hereinafter defined,
and as a condition to any advance to the Borrower or the issuance of the Letter(s) of Credit, the Borrower shall, on or before the date
hereof, unless otherwise noted below, deliver to Bank the following, all of which shall be in form and substance acceptable to the Bank,
in the exercise of its sole discretion (the “Loan Documents”):


 


1.1       Note.
The Borrower’s Revolving Credit Promissory Note dated of even date herewith in the amount of $40,000,000.00 payable to the Bank
in the form of Exhibit A attached hereto ("Note").


 


1.2       Security
Agreement. An Security Agreement and related financing statements executed by the Borrower in favor of the Bank to secure Borrower’s
obligations hereunder, along with applicable grant of security interest forms and related UCC Financing Statements (“Security Agreement”).


 


1.3       Landlord’s
Certificates and Consents. Landlord’s Certificates and Consents in form provided by the Bank and executed by the Borrower’s
landlord for the premises leased by Borrower in Brooklyn Park, Minnesota.


 


1.4       Insurance
Certificates. Certificates of insurance (ACORD Form 28) evidencing a policy or policies of insurance covering the Borrower’s
operations and property as required by Section 4.2 of this Agreement, such policies to insure against all risks, name the Bank as loss
payee on all property policies and an additional insured as to all liability policies. Such certificates shall also contain the
insurer's obligation to provide the Bank with thirty (30) days prior written notice before any cancellation or termination to the coverages
provided by such insurer are effective.


 


1.5       Certificate
of Good Standing. A current Certificate of Good Standing for the Borrower issued by the office of the Minnesota Secretary of State.


 


1.6       Certificate
of Authority. A Certificate of Authority for the Borrower in form acceptable to the Bank, along with copies of the Borrower’s
incorporation documents.


 


1.7       Financial
Statements. Current financial statements for the Borrower.


 



     


     


    




1.8       Opinion
of Counsel. An opinion of Borrower's counsel in form acceptable to the Bank.


 


1.9       Searches.
Complete and current UCC and State and Federal Tax Lien Searches on the Borrower in such offices and in such jurisdictions as the Bank
may require.


 


1.10       Compliance
Agreement. A Compliance Agreement in form provided by the Bank executed by the Borrower.


 


1.11       Beneficial
Ownership Certification. A Beneficial Ownership Certification in form provided by the Bank and completed by the Borrower.


 


2.       Commitment of Bank.


 


2.1       Revolving
Credit Loan. When the Borrower has submitted all documentation required by Section 1 hereof in form and substance acceptable to the
Bank on or before the date specified for such delivery, and subject to the other terms and conditions hereof, the Bank shall lend to the
Borrower and the Borrower may borrow from the Bank against the Note, and repay and reborrow regardless of the cumulative amount of advances
against the Note, up to a maximum amount not to exceed an amount equal to $40,000,000.00 less the Letter of Credit Obligations,
as hereinafter defined ("Maximum Available Borrowings").


 


2.2       Borrowing
Procedure. The Bank will, at the Borrower’s request, make advances against the Note or issue any Letter(s) of Credit, on any
banking business day upon telephonic notice from (i) any officer of the Borrower; or (ii) any person designated as the Borrower’s
agent by any officer of the Borrower in a writing delivered to the Bank or through the Bank’s online banking system; or (iii) any
person whom Bank reasonably believes to be an officer of the Borrower or such designated agent, of a request for advance to the Bank.
Subject to all the other terms and conditions hereof, the Bank will promptly make the advance against the Note and deposit the proceeds
in the Borrower’s account maintained at the Bank.


 


2.3       Interest
and Payments. Interest and principal shall be payable as provided in the Note.


 


2.4       Fees.


 


(a)       Late
Fees. If a payment is ten (10) days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
payment. The Borrower shall pay this late charge fee on demand, however, collection of the late charge fee shall not be deemed a waiver
of the Bank’s right to declare an Event of Default, as hereinafter defined, and exercise its rights and remedies as provided for
herein.


 


(b)       Unused
Fee. Borrower agrees to pay a unused fee to Bank computed at the rate of .10% per annum computed on the average daily unused portion
of the Note (that is, the face amount of the Note less the average principal balance outstanding on the Note less the Letter of
Credit Obligations, as hereinafter defined). The unused fee shall be payable on the last day of March, June, September and December, with
the first payment to be made on June 30, 2022.


 



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(c)       Letter
of Credit Fees. On the date hereof and on each anniversary date of each of the Letters of Credit (as hereinafter defined) the Borrower
shall pay to the Bank a nonrefundable Letter of Credit fee equal to one percent (1.0%) per annum of the amount available to be drawn under
each of the Letters of Credit.


 


2.5       Maturity.
All unpaid principal and all interest accrued on the Note shall be due and payable in full on April 27, 2025 (“Maturity Date”).


 


2.6       Conditions
Precedent to All Advances and the Issuance of Letter(s) of Credit. The obligation of the Bank to make any advances against the Note
or issue any Letter(s) of Credit shall be subject to the further conditions precedent that on the date of such advance or the issuance
of any Letter(s) of Credit, the following statements shall be true (the receipt by the Borrower of the proceeds of such advance shall
be deemed to constitute a representation or warranty by the Borrower that such statements are true):


 


(a)       The representations
and warranties contained in Section 3 hereof are correct in all material respects on and as of the date of such advance as though made
on or as of such date unless made as of an earlier date, in which case such representations and warranties shall be correct in all material
respects as of such earlier date; and


 


(b)       No Event
of Default, as hereinafter defined, has occurred and is continuing, or would result from such advance and no event has occurred which
with the giving of notice or passage of time or both would mature into an Event of Default hereunder.


 


2.7       Computations.
Interest on the 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 the Note is computed using this method.


 


2.8       Letter(s)
of Credit.


 


(a)       So long
as no Event of Default or event which with time or notice or both could become an Event of Default has occurred or is continuing hereunder,
and subject to all other terms and conditions hereof, the Bank agrees to issue letters of credit for the account of the Borrower and for
the benefit of parties acceptable to the Bank ("Letter(s) of Credit") provided the Bank shall have no obligation to issue any
Letters of Credit at any time when, after giving effect to the requested Letter of Credit to be issued, (i) the Letter of Credit Obligations
would exceed $5,000,000.00; or (ii) would cause the sum of the outstanding principal balance of the Note plus the Letter of Credit Obligations
to exceed the Maximum Available Borrowings.


 



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(b)       The
Borrower agrees to promptly reimburse the Bank for any and all draws on the Letter(s) of Credit. The Bank is irrevocably authorized, without
notice to the Borrower, to make an automatic advance against the Note to reimburse the Bank for any draw on the Letter(s) of Credit.


 


(c)       For the
purposes of this Loan Agreement, Borrower’s "Letter of Credit Obligations" at any date shall be the sum of (i) the aggregate
amount available to be drawn on the Letter(s) of Credit on such date, plus (ii) the aggregate amount owed by the Borrower to the Bank
on such date as a result of draws on the Letter(s) of Credit for which the Borrower have not reimbursed the Bank.


 


(d)       The Letter(s)
of Credit shall be in form acceptable to the Bank. The Borrower agrees to execute such Letter(s) of Credit applications and other documents
reasonably requested by the Bank in connection with such Letter(s) of Credit.


 


2.9       Effect
of Change in Law. The Bank’s obligation to issue Letters of Credit shall terminate if future law or regulations prohibits the
Bank from doing so. If, in the future, law or regulation limits the total amount of Letters of Credit that the Bank may have outstanding,
the Bank’s obligation hereunder shall be terminated at its option. For the purposes of this section, the Bank’s obligations
shall cease effective upon the date that written notice thereof is given to the Borrower pursuant hereto. If is understood and agreed
that the cessation of the Bank’s obligation to issue Letters of Credit pursuant hereto shall not relieve the Borrower of its obligation
to pay the fees provided for herein for the period through the termination date nor shall such cessation relieve the Bank of its obligation
under the Letters of Credit outstanding hereunder at the time of termination.


 


2.10       Obligations
Absolute. The payment of the Borrower under this Agreement to reimburse the Bank for draws under the Letter(s) of Credit shall be
unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and the Note under all circumstances,
including, without limitation, the following circumstances:


 


(a)       any lack
of validity or enforceability of the Letter(s) of Credit of any other agreement or instrument relating thereto (collectively, the "Related
Documents");


 


(b)       any amendment
or waiver of or any consent to departure from all or any of the Related Documents;


 


(c)       the existence
of any claim, set-off, defense or other right which the Borrower may have at any time against any holder, beneficiary, or any transferee,
of any Letter(s) of Credit (or any persons or entities for whom any such holder, beneficiary, or any such transferee may be acting) the
Bank, or any other person or entity, whether in connection with this Agreement, the transactions contemplated herein or in the Related
Documents, or any unrelated transaction;


 



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(d)       any statement
or any other document presented under any Letter(s) of Credit proved to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect;


 


(e)       the
termination of this Agreement, including any renewals thereof, or the maturity of the Note.


 


3.       Representations
and Warranties. The Borrower represents and warrants that:


 


3.1       Organization,
Qualification and Authorization. The Borrower is a corporation duly organized, validly existing and in good standing under the laws
of the State of Minnesota; has the power and authority to own its property and to carry on its business as now being conducted; and is
duly qualified and licensed to do business, and is in good standing, in every jurisdiction in which the nature of the business in which
it is engaged makes such qualification or licensing necessary, except for those jurisdictions where its failure to be qualified, licensed
or in good standing would not have a material adverse effect on its business or property.


 


3.2       Validity
of Obligations. The Borrower has full power, right and authority to execute and deliver this Loan Agreement and the Loan Documents
to which the Borrower is a party, to obtain the credit herein provided for, and to perform and observe each and all of the matters and
things provided for in the Loan Documents to which the Borrower is a party. The execution and delivery of the Loan Documents to which
the Borrower is a party and the performance or observance of the terms thereof have been duly authorized by all necessary action and does
not contravene or violate any provision of law or any charter or bylaw provision or any material covenant, indenture or agreement of or
binding upon the Borrower, nor require the consent or approval of any governmental entity or agency thereof.


 


3.3       Title
to Assets. The Borrower has good and marketable title to all of its material property and assets reflected in its balance sheet delivered
to the Bank, subject to the encumbrances as therein detailed or disclosed on Exhibit B attached hereto.


 


3.4       Litigation.
No actions, suits or proceedings are pending or, to the Borrower’s knowledge, threatened in writing, against or affecting it before
any court, governmental or administrative body or agency which could reasonably be expected to result in any material adverse change in
the operations, business property, assets or condition (financial or otherwise) of the Borrower, or which would question the validity
of this Agreement or of any action taken or to be taken by the Borrower pursuant to or in connection with this Agreement.


 


3.5       Subsidiaries.
As of the date of this Agreement, the Borrower has no subsidiaries [corporations in which the Borrower owns or controls, directly or indirectly,
more than 50% of the voting stock of such corporation ("Subsidiaries")] except those listed on Exhibit B attached hereto.


 


4.       Affirmative
Covenants. The Borrower covenants and agrees with Bank that so long as any amount remains unpaid on the Note, or the Bank has any
obligation to advance against the Note or issue any Letter(s) of Credit, the Borrower will:


 



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4.1       Maintain
Assets. Maintain and keep its assets, properties and equipment in good repair, working order and condition and from time to time (ordinary
wear and tear excepted), and make or cause to be made all renewals, replacements and repairs necessary, in Borrower’s reasonable
discretion, so that at all times the Borrower’s business can be operated efficiently.


 


4.2       Insurance.
Insure and keep insured all of its property at an insurable value in accordance with the requirements listed on Exhibit C attached
hereto.


 


4.3       Financial
Statements. Furnish to the Bank:


 


(a)       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.


 


(b)       As
soon as available, but in no event later than forty-five (45) days of the end of each quarter, Borrower’s balance sheet and profit
and loss statement for the period ended.


 


(c)       As
soon as available, but in no event later than thirty (30) days of the end of each quarter, Borrower’s Compliance Certificate in
the form of Exhibit D attached hereto.


 


(d)       Such
other information as the Bank may reasonably request from time to time.


 


4.4       Access
to Records. Permit any person designated by Bank, at Bank's expense, upon reasonable notice and during normal business hours, to visit
and inspect any of its properties, books and financial records and to discuss the Borrower’s affairs, finances and accounts with
the Borrower, all at such reasonable times and as often as Bank may reasonably request.


 


4.5       Taxes,
Assessments and Charges. Promptly pay over to the appropriate authorities all sums for taxes deducted and withheld from wages as well
as the employer's contributions and other governmental charges imposed upon or asserted against the Borrower’s income, profits,
properties and rental charges or otherwise which are or might become a lien charged upon the Borrower’s properties, unless the same
are being contested in good faith by appropriate proceedings and adequate reserves shall have been established on the Borrower’s
books with respect thereto.


 


4.6       Notification
of Changes. Promptly notify the Bank of:


 


(a)       Any litigation
threatened in writing which could reasonably be expected to materially and adversely affect the Borrower or any of its properties;


 





(b)       The occurrence
of any Event of Default under this Agreement or any event of which the Borrower has knowledge and which, with the passage of time or giving
of notice or both, would constitute an Event of Default under this Agreement.


 



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(c)       Any material
adverse change in the operations, business, properties, assets or conditions, financial or otherwise, of the Borrower which could reasonably
be expected to adversely and materially affect the Borrower’s ability to perform its obligations under the Loan Documents.


 


4.7       Existence.
Maintain its corporate existence and conduct the same general type of business as is now being carried on or reasonably related thereto
and continue compliance with all applicable statutes, laws, rules and regulations except to the extent such noncompliance or violation
would not have a material adverse effect on the Borrower’s business or property.


 


4.8       Books
and Records. Keep true and accurate books of records and accounts in accordance in all material respects with generally accepted accounting
principles.


 


4.9       Reimbursement
of Expenses. Promptly reimburse the Bank for any and all reasonable and documented out-of-pocket expenses, fees and disbursements,
including out-of-pocket attorneys' fees, incurred in connection with the preparation and performance of this Agreement and the instruments
and documents related thereto, and all reasonable and documented out-of-pocket expenses of collection of any loans made or to be made
hereunder, including reasonable attorneys' fees.


 


4.10       Pension
Plans. Maintain all pension, profit sharing and similar benefit plans in compliance in all material respects with the Employee Retirement
Income Security Act of 1974, as amended.


 


4.11       Debt
Service Coverage Ratio. Maintain a Debt Service Coverage Ratio of not less than 1.20 to 1 as of the end of each fiscal year for the
fiscal year then ended.


 


For the purposes hereof,


 



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(a)       “Debt
Service Coverage Ratio” shall mean the ratio of Cash Available for Debt Service to Debt Service.


 


(b)       “Cash
Available for Debt Service” shall mean Borrower’s net income, plus the sum of (i) interest expense; plus (ii)
depreciation, amortization, and other non-cash expenses; minus (iii) all dividends and distributions, all determined in accordance
with generally accepted accounting principles consistently applied.


 


(c)       “Debt
Service” shall mean the sum of (i) all obligations of the Borrower for interest on its indebtedness; plus (ii) all obligations
of the Borrower for payment of principal on its indebtedness within such fiscal year, all determined in accordance with generally accepted
accounting principles consistently applied.


 


4.12       Debt
to Cash Flow Ratio. Maintain a Debt to Cash Flow Ratio of not greater than 2 to 1 measured as of the end of each of Borrower’s
fiscal quarters for the trailing twelve (12) month period.


 


For the purposes hereof:


 


(a)       “Debt”
means the sum of: (i) the outstanding balance of the Borrower’s funded debt; plus (ii) all outstanding commitments to fund additional
debt (including without limitation, the amount of the Revolving Note that remains unfunded).


 


(b)       “Cash
Flow” means Borrower’s net income plus the sum of: (i) interest expense; (ii) depreciation; (iii) taxes; and (iv) amortization
and other non-cash expenses, all determined in accordance with generally accepted accounting principles consistently applied.


 


4.13       Account.
Maintain its primary Money Market and depository accounts with the Bank.


 


4.14       Repayment
of Excess Borrowings. Promptly pay to the Bank any amounts outstanding on the Note that are in excess of the Maximum Available Borrowings.


 


5.       Negative
Covenants. The Borrower hereby covenants and agrees with the Bank that so long as any amount shall remain unpaid on the Note or so
long as Bank has any obligation to make advances or to issue any Letter(s) of Credit hereunder, the Borrower will not:


 


5.1       Merge,
Consolidate or Sell. Merge or consolidate with or into any other entity or entities or transfer, lease or sell all or substantially
all of the Borrower’s property and business, other than in the ordinary course of business.


 


5.2       Default
on Other Obligations. Default upon or fail to pay any of the Borrower’s other indebtedness for borrowed money or material obligations
as the same mature, unless the same are being contested in good faith by appropriate proceedings and adequate reserves shall have been
established with respect thereto.


 


5.3       Liens
and Encumbrances. Create, assume, incur or suffer to exist any pledge, mortgage, assignment or other lien or encumbrance of any kind,
or upon any of its property of any kind, whether now owned or hereafter acquired, or of or upon the income or profits therefrom except
for (hereinafter, the “Permitted Encumbrances”):


 


(a)       Liens for
taxes, assessments and other governmental charges which are not delinquent or which are being contested in good faith by appropriate proceedings
diligently conducted, against which required reserves have been set up;


 


(b)       Liens incurred
or deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance or other similar
laws or to secure the performance of statutory obligations of a like nature (exclusive of obligations for the payment of money borrowed);


 


(c)       Liens imposed
by law in connection with transactions in the ordinary course of business, such as liens of carriers, warehousemen, mechanics and materialmen
for sums not yet due or being contested in good faith and by appropriate proceedings diligently conducted, against which adequate reserves
have been set up;


 



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(d)       Landlords'
liens under authorized leases to which the Borrower is a party; and


 


(e)       Zoning
restrictions, licenses and minor encumbrances and irregularities in title, all of which in the aggregate do not materially detract from
the value of the property involved or materially impair their use in the operation of Borrower’s business; and


 


(f)       Purchase
money security interests to secure obligations to lenders (or lessors under capital leases) incurred to purchase (or lease with an option
to purchase) equipment necessary to operate the Borrower’s businesses; and


 


(g)       Liens in
favor of the Bank or as disclosed on Exhibit B; and


 


(h)       Liens
arising from judgments, decrees or attachments in circumstances which do not constitute an Event of Default under Section 6.1(e) hereof;
and


 


(i)       Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid
on or before the date they become due; and


 


(j)       Liens arising from precautionary UCC financing statements (or similar filings under other applicable law) regarding operating leases or
consignment or bailee arrangements; and


 


(k)       Liens of financial institutions (solely in their capacity as such) on Borrower’s deposit or investment accounts arising solely by
virtue of any contractual provision relating to banker’s liens, rights of set off or similar rights; and licenses and sublicenses
granted by Borrower and leases and subleases (by Borrower as lessor or sublessor) to third parties in the ordinary course of business
not interfering in any material respect with the business of Borrower; and


 


(l)       Liens incurred in connection with the extension, refinancing, renewal or modification of the Indebtedness secured by Liens of the type
described in clauses (a) to (k) above; provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered
by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as may have been reduced by any
payment thereon) does not increase; and


 


(m)       Liens that secure obligations other than the indebtedness hereunder in an aggregate amount not to exceed $400,000.00 at any time outstanding.


 


5.4       Fiscal
Year. Change its fiscal year.


 



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6.       Defaults.


 


6.1       Event
of Default. Any one or more of the following events shall constitute an Event of Default:


 


(a)       Payment.
The Borrower shall fail to pay the Note upon the terms and conditions therein set forth or fail to pay any fees or expenses payable pursuant
hereto and such failure shall continue unremedied for ten (10) days; or


 


(b)       Other
Covenants or Agreements Herein. The Borrower shall default in the due performance or observance of any term, covenant or agreement
contained in this Agreement, the Security Agreement, or in any other documents or agreement delivered pursuant hereto or in connection
herewith and such default shall continue for a period of thirty (30) days after written notice thereof shall have been given by Bank to
the Borrower; or


 


(c)       Insolvency.
The Borrower shall (i) become insolvent or unable to pay its debts generally as they mature, (ii) suspend business, (iii) make a general
assignment for the benefit of the creditors, (iv) admit in writing its inability to pay its debts generally as the mature, (v) file a
petition in bankruptcy or a petition or answer seeking a reorganization, arrangement with creditors or other similar relief under the
Federal bankruptcy laws or under any other applicable law of the United States of America or any State thereof, (vi) consent to the appointment
of a trustee or receiver for the Borrower for a substantial part of its property, (vii) be adjudicated a bankrupt or an involuntary petition
in bankruptcy, (viii) take any action for the purpose of effecting or consenting to any of the foregoing, or (ix) have an order, judgment
or decree entered appointing, without the Borrower’s knowledge for a substantial part of its property, or approving a petition filed
against the Borrower seeking a reorganization, arrangement with creditors or other similar relief under the Federal bankruptcy laws or
under any other applicable law of the United States of America or any State hereof, which order, judgment or decree shall not be vacated
or set aside or stayed within sixty (60) days from the date of entry; or


 


(d)       Representations
and Warranties. If any representation or warranty contained in this Agreement any other document or any letter or certificate furnished
or to be furnished to the Bank proves to be false in any material respect as of the date the Agreement or such documents is executed or
at the time such letter or certificate is delivered to Bank; or


 


(e)       Judgments.
Judgments against the Borrower for the payment of money totaling in excess of $400,000.00 shall be outstanding for a period of thirty
(30) days without a stay of execution.


 


6.2       Bank's
Right on Default.


 


(a)       Upon
the occurrence of an Event of Default and while it continues, Bank may, at its option and without notice: refuse to advance against the
Note, accelerate amounts outstanding on the Note and demand immediate payment in full; take such other actions available under the terms
of this Agreement, and the documents and agreements delivered pursuant hereto or in connection herewith or such actions as may otherwise
be available in equity or at law. All remedies of the Bank shall be cumulative.


 



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(b)       In addition,
upon an Event of Default or maturity of the Note, if the original Letter(s) of Credit have not been returned to the Bank without a drawing,
the Bank may make demand upon the Borrower to, and forthwith upon such demand, the Borrower hereby irrevocably authorizes and directs
the Bank to make an advance against the Note in the full amount of the Letter of Credit Obligations and deposit the proceeds of such advance
in a non-interest bearing cash collateral account (the "Cash Collateral Account") to be maintained at the Bank an amount equal
to the amount of the Letter of Credit Obligations. The Cash Collateral Account shall be in the name of the Borrower (as a cash collateral
account) but under the sole dominion and control of the Bank. The Borrower hereby pledges to, and grants to the Bank a security interest
in the Cash Collateral Account and all proceeds thereof, as security for the performance of the Letter of Credit Obligations and all other
obligations now existing or hereafter arising of the Borrower to the Bank under this Agreement or any other Loan Document (collectively
the "Obligations"). Neither the Borrower nor any person or entity claiming on behalf of or through the Borrower shall have any
right to withdraw any of the funds held in the Cash Collateral Account except upon the payment of all of the Obligations of the Borrower
to the Bank. The Borrower agrees that it will not (a) sell or otherwise dispose of any interest in the Cash Collateral Account or any
funds held therein, or (b) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to
the Cash Collateral Account, except as provided in or contemplated by this Agreement. The Bank shall exercise reasonable care in the custody
and preservation of any funds held in the Cash Collateral Account and shall be deemed to have exercised such care if such funds are accorded
treatment substantially similar to that which the Bank accords its own property, it being understood that the Bank shall not have any
responsibility for taking any necessary steps to preserve rights against any parties with respect any such fund. The provisions of this
Section shall survive payment of the Note and termination of this Agreement.


 


7.       Miscellaneous.


 


7.1       Binding
Effect. The parties hereto agree that this Agreement shall be binding upon and inure to the benefit of their respective heirs, successors
in interest and assigns including any holder of the Note, provided, however, that the Borrower or Bank may not assign or transfer its
interest hereunder without the prior written consent of the other party (which, in the case of the Borrower, shall not be unreasonably
withheld), provided that, upon the occurrence and during the continuance of an Event of Default, Borrower’s consent shall not be
required for the assignment or transfer of any interest by Bank; and provided further, that any assignment of all the Bank's interests
hereunder and under the other Loan Documents (except for sales of participations contemplated by Section 7.2 hereof) shall not be binding
upon the Borrower unless and until the Borrower has received written notice of such assignment.


 


7.2       Participations.
The Borrower acknowledges that the Bank may sell one or more participations in the loan evidenced hereby to other financial institutions;
provided, that Bank shall remain solely responsible for the performance of its obligations under this Agreement and the other Loan
Documents and the Borrower shall continue to deal solely and directly with Bank in connections with Bank’s rights and obligations
under this Agreement and the other Loan Documents. No party purchasing a participation from the Bank shall be a third-party beneficiary
of any agreement between the Bank and its counsel to render legal services in connection with the negotiation or preparation of the documents
evidencing or securing this loan or in connection with the enforcement of the Bank’s remedies hereunder.


 



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7.3       Governing
Law. This Agreement and the rights and obligations of the parties hereunder and under the Note, and any other documents delivered
herewith shall be construed in accordance with and governed by the laws of the State of Minnesota. The Borrower hereby consents to the
jurisdiction of the courts of the State of Minnesota for any actions brought hereon or on the Note.


 


7.4       Notices.
Any notices required or contemplated hereunder shall be effective the third business day after the placing thereof in the United States
mails, certified mail and with return receipt requested, postage prepaid, and addressed as follows:


 


	If to Borrower:	 	Clearfield, Inc.
	 	 	7050 Winnetka Avenue North, Suite 100
	 	 	Brooklyn Park, Minnesota 55428
	 	 	Attn: Legal Department
	 	 	 
	If to Bank:	 	Bremer Bank, National Association
	 	 	1995 Rahncliff Court
	 	 	Eagan, Minnesota 55123
	 	 	Attn: Laura J. Helmueller
	 	 	 
	With a copy to:	 	Christoffel & Elliott, P.A.
	 	 	1111 UBS Plaza
	 	 	444 Cedar Street
	 	 	St. Paul, Minnesota 55101-2129
	 	 	Attn: James F. Christoffel




 


7.5       Offset.
The Borrower hereby grants to the Bank a security interest in all accounts of the Borrower with the Bank to secure Borrower’s obligations
hereunder and under the Note. Upon the occurrence of an Event of Default, Bank is authorized at any time and from time to time, with contemporaneous
notice to the Borrower, to set off any and all deposits, and any other indebtedness at any time held or owing by Bank, to or for the credit
or the account of the Borrower, against the obligations and liabilities of the Borrower to Bank under this Agreement and the Note.


 


7.6       No Waivers.
No failure or delay on the part of Bank in exercising any right, power or privilege hereunder and no course of dealing between the Borrower
and Bank shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power or privilege.


 


7.7       Headings.
The headings of various sections of this Agreement have been inserted for reference only and shall not be deemed to be a part of this
Agreement.


 



    	 	12	 



     


    




7.8       Amendment
and Waiver. Neither this Agreement nor any provision hereof may be modified, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.


 


7.9       USA
PATRIOT Act Notice. The Bank (for itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the
requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which information
includes the name and address of Borrower and other information that will allow the Bank to identify Borrower in accordance with the USA
Patriot Act.


 


7.10       Compliance
With Anti-Terrorism, Embargo, Sanctions and Anti Money Laundering Laws. The Borrower shall (a) comply in all material respects
with all laws and regulations of the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury, or included
in any Executive Orders, (b) not use or permit the use of the proceeds of the Note to violate any of the foreign asset control regulations
of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply in all material respects with all applicable Bank
Secrecy Act, USA Patriot Act, or any other Anti-Terrorism Law and regulations, as amended. . Upon the Bank’s written request, from
time to time during the term of the Note, the Borrower shall certify in writing to the Bank that the representations, warranties and obligations
made in this Section 7.10 remain true and correct and have not been breached. The Borrower shall also reimburse the Bank for any reasonable
and documented out-of-pocket expense incurred by the Bank in evaluating the effect of such an event on the Property and the Bank’s
interest in the Property and in complying with all Requirements of Law applicable to Borrower or the Bank as the result of the existence
of such an event and for any penalties or fines imposed upon Borrower or the Bank as a result thereof. The Borrower agrees to execute
and deliver to the Bank, from time to time, such further documents and certifications as may be reasonably requested, necessary to Borrower
to implement, enforce, investigate, and undertake the warranties, representations, covenants and promises made herein. Requirements of
Law shall mean the requirements of: (a) the organizational documents of an entity, and (b) any law, regulation, ordinance, code, decree,
treaty, ruling or determination of an arbitrator, court or other Governmental Agency, or any Executive Order issued by the President of
the United States, in each case applicable to or binding upon such person or to which such person, any of the Property or the conduct
of its business is subject including, without limitation, laws, ordinances and regulations pertaining to the zoning, occupancy, and subdivision
of real property.


 


7.11.       Counterparts.
This Agreement may be signed in any number of counterparts, including electronic and facsimile counterpart signatures, each of which shall
be deemed to be an original and all of which taken together shall constitute one and the same instrument.


 



    	 	13	 



     


    




Executed as of the year and
day first above written.


 


 


	 	Clearfield, Inc.
	 	 	 
	 	By /s/ Daniel R. Herzog	 
	 	Daniel R. Herzog
	 	Its Chief Financial Officer/Secretary
	 	 	 
	 	 	 
	 	 	 
	 	Bremer Bank, National Association
	 	 	 
	 	By /s/ Laura J. Helmueller	 
	 	Laura J. Helmueller
	 	Its Senior Vice President




 


 


 


 


 


 



    	 	14	 



     


    




EXHIBITS


 


 


	A.	 	Note
	 	 	 
	B.	 	Exceptions to 3.3, 3.5 and 5.3
	 	 	 
	C. 	 	Insurance Requirements
	 	 	 
	D.	 	Compliance Certificate




 






    	 	15	 



     


    

EXHIBIT A


REVOLVING CREDIT PROMISSORY NOTE


 


	$40,000,000.00	 	Eagan, Minnesota
	Due: April 27, 2025	 	April 27, 2022




 


 


FOR VALUE RECEIVED, the undersigned,
Clearfield, Inc., a Minnesota corporation, promises to pay to the order of Bremer Bank, National Association, a national banking association
(the "Bank"), at its offices in Eagan, Minnesota, the sum of FORTY MILLION AND NO/100THS DOLLARS ($40,000,000.00), or such lesser
sum as may actually be owing under borrowings made pursuant to that certain Loan Agreement dated of even date herewith between the undersigned
and the Bank ("Loan Agreement").


 


BUSINESS DAY. For the purposes hereof, a “Business
Day” is a day that the New York Federal Reserve is open for business. If any payment hereunder becomes due and payable on a day
other than a Business Day, such payment shall be effective the next succeeding business day, provided, however, payments scheduled to
be made automatically from a Bank deposit account on the date the payment is due will be applied in reduction of this Note balance effective
as of the scheduled payment date.


 


INTEREST CALCULATION PERIOD. Initially, the “Interest
Calculation Period” shall mean the period commencing on April 27, 2022 and continuing up to but shall not include April 30, 2022.
Thereafter, each interest Calculation Period shall commence on the first (1st) day of each month and shall continue up to,
but shall not include the first (1st) day of the immediately following month.


 


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 CME one-month term SOFR published by
CME Group Benchmarks Administration Limited (or a successive administrator designated by the relevant authority) for the date that is
two U.S. Government Securities Business Days prior to the Reset Date (the “index”). The index is not necessarily the lowest
rate charged by the Bank on its loans. The Bank will tell the undersigned the current index rate upon the undersigned’s request.
The interest rate change will not occur more often than each month.


 


“U.S. Government Securities Business Day”
means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities industry and Financial Markets Association
recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United states government
securities.


 






    	 	16	 



     


    

REVOLVING CREDIT PROMISSORY NOTE


Page Two 


 


	$40,000,000.00	 	Eagan, Minnesota
	Due: April 27, 2025	 	April 27, 2022




 


 


Rate Change Effective Date. Each change in interest
rate shall be effective as of each payment date (the “Reset Date”).


 


The undersigned understands that the Bank may
make loans based on other rates as well. The index currently is 0.669% 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 1.85 percentage points over
the index (the “Margin”), resulting in an initial rate of 2.50% per annum based on a year of 360 days. Notwithstanding anything
herein to the contrary, if the Bank determines in good faith (which determination shall be conclusive, absent manifest error) that; (A)
adequate and fair means do not exist for ascertaining CME one-month term SOFR: (B) CME one-month term SOFR does not accurately reflect
the cost to the Bank of the loan; or (C) a Regulatory Change (as hereinafter defined) shall, in the reasonable determination of the Bank,
make it unlawful or commercially unreasonable for the Bank to use CME one-month term SOFR as the index for purposes of determining the
Interest Rate, then: (i) CME one-month term SOFR shall be replaced with an alternative or successor rate or index chosen by the Bank in
its reasonable discretion; and (ii) the Margin may also be adjusted by the Bank in its reasonable discretion, giving due consideration
to market convention for determining rates of interest on comparable loans. “Regulatory Change” shall mean a change in any
applicable law, treaty, rule, regulation or guideline, or the interpretation or administration thereof, by the administrator of the relevant
benchmark or its regulatory supervisor, any governmental authority, central bank or other fiscal, monetary, or other authority having
jurisdiction over the Bank or its lending office. Such an amendment to the terms of this Note will become effective and bind the undersigned
10 business days after the Bank gives written notice to the undersigned without any action or consent of the undersigned. NOTICE: Under
no circumstances will the interest rate on this Note be 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 (but not including February 29 in leap
years). All interest payable under this Note is computed using this method


 






    	 	17	 



     


    

REVOLVING CREDIT PROMISSORY NOTE


Page Three


 


	$40,000,000.00	 	Eagan, Minnesota
	Due: April 27, 2025	 	April 27, 2022




 


 


Under no circumstances will the interest rate
on this Note be less than 1.80% per annum or more than the maximum rate allowed by applicable law.


 


From and after the date hereof
this Note shall be payable as follows:


 


(a)       Interest
only shall be due and payable on the first (1st) day of each month commencing May 1, 2022 and continuing on the first (1st)
day of each month thereafter; and


 


(b)       All unpaid
principal and interest accrued thereon shall be due and payable in full on April 27, 2025.


 


All payments under this Note
shall be applied initially against accrued interest and thereafter in reduction of principal.


 


If a payment is ten (10) days
or more late, the undersigned will be charged 5.000% of the unpaid portion of the regularly scheduled payment. The undersigned shall pay
this late charge fee on demand, however, collection of the late charge fee shall not be deemed a waiver of the Bank’s right to declare
an Event of Default, as defined in the Loan Agreement, and exercise its rights and remedies as provided in the Loan Agreement.


 


Upon the occurrence and during
the continuance of an Event of Default, including failure to pay upon final maturity, the interest rate on this Term Note shall be increased
by adding an additional 2.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to
each succeeding interest rate change that would have applied had there been no default. However, in no event will the interest rate exceed
the maximum interest rate limitations under applicable law.


 


This Note may be prepaid at
any time without premium or penalty.


 


This Note is issued in connection
with the Loan Agreement and is secured by that certain Security Agreement executed by the undersigned and dated of even date herewith
and in favor of the Bank (collectively, the "Loan Documents"). The holder hereof shall have all the advantages of the Loan Documents.
The Loan Documents are incorporated herein by reference as if fully set forth herein and reference to the Loan Agreement is hereby made
for a statement of the terms and conditions under which the indebtedness evidenced hereby was incurred, under which borrowings hereunder
may be limited and under which the amounts outstanding hereunder may be accelerated.



    	 	18	 



     


    




REVOLVING CREDIT PROMISSORY NOTE


Page Four 


 


	$40,000,000.00	 	Eagan, Minnesota
	Due: April 27, 2025	 	April 27, 2022




 


 


So long as no Event of Default
(as defined in the Loan Agreement) and no event which would be an Event of Default on the giving of notice, lapse of time or both, has
occurred and is continuing and subject to compliance with all the terms and conditions of this Note and the Loan Agreement, the undersigned
may borrow, repay and reborrow regardless of the accumulative amount of advances hereunder up to the " Maximum Available Borrowings"
specified in the Loan Agreement.


 


Presentment and demand for
payment, notice of dishonor, protest and notice of protest are hereby waived. In the Event of Default, as set forth above, the undersigned
agrees to pay costs of collection and reasonable attorneys' fees.


 


 


The undersigned hereby submits
itself to the jurisdiction of the courts of the State of Minnesota and the Federal courts of the United States located in such state in
respect of all actions arising out of or in connection with the interpretation or enforcement of this Note, waive any argument that venue
in such forums is not convenient and agree that any action instituted by it shall be venued in such forums.


 


 


	 	Clearfield, Inc.
	 	 	 
	 	By	 
	 	 	Daniel R. Herzog
	 	 	Its Chief Financial Officer/Secretary




 


 






    	 	19	 



     


    

EXHIBIT B


EXCEPTIONS TO SECTIONS 3.3, 3.5 AND 5.3


 


As to Sections 3.3 and 5.3:


 


	 	 	Goods	 	Financing
	Creditor	 	Covered	 	Statement
	 	 	 	 	 
	MUFG Union Bank, N.A.	 	Specific Receivables	 	#1236046200379




 





 


 


 


 


 


 


 


 


 


 


 


 


 


As to Section 3.5:


(Subsidiaries)


 


 


 


 


 


 


 


 






    	 	20	 



     


    

EXHIBIT C


INSURANCE REQUIREMENTS


 


(a)       Borrower
shall insure and keep insured the Collateral, as defined in the Security Agreement, and each and every part thereof with the following
insurance policies:


 


(i)       Property
insurance insuring against all risks of loss to the Collateral customarily covered by “Causes of Loss—Special Form”
policies, including the perils of acts of terrorism, wind/hail and named windstorm, in an amount at least equal to one hundred percent
(100%) of the replacement cost value of the Collateral, without deduction for physical depreciation, with (A) a maximum deductible of
$25,000; and (B) a provision that claims be settled on a replacement cost valuation basis;


 


(ii)       Equipment
breakdown insurance in an amount equal to one hundred percent (100%) of the replacement cost value of the Collateral, (A) with a maximum
deductible of $25,000 and (B) provide that claims will be settled on a replacement cost valuation basis. If coverage is provided via a
separate policy than the coverage in clause (i) above, both policies shall include a joint loss agreement;


 


(iii)       Business
income insurance, including extra expense coverage, that provides coverage upon the occurrence of any of the perils in clauses (i) and
(ii) above as applicable to the Collateral in an amount equal to the anticipated gross income for a minimum of twelve (12) months with
an extended period of indemnity endorsement for a period of at least one hundred eighty (180) days and a maximum deductible of $25,000
or a seventy-two (72) hour waiting period;


 


(iv)       Commercial
general liability insurance, including terrorism, for bodily injury, death and property damage and contractual liability in an amount
of not less than the greater of (A) $1,000,000 per occurrence and $2,000,000 in the aggregate, per location or (B) the highest amount
of coverage required to be carried by Borrower under the terms of any contractual obligation, with a maximum deductible or self-insured
retention of $25,000;


 


(v)       Commercial
automobile liability insurance, if the Collateral involves the business use of any cars, trucks or vans, in an amount not less than a
combined single limit of $1,000,000 each accident to include any auto or at a minimum all owned and non-owned autos;


 


(vi)       Umbrella
or excess liability insurance consistent with the terms of the coverage carried pursuant to clauses (iv) and (v) in an amount of not less
than the greater of (A) $5,000,000 per occurrence or, (B) the highest amount of coverage required to be carried by Borrower under the
terms of any contractual obligation, with a maximum deductible or self-insured retention of $25,000; and


 


(vii)       Such
other insurance coverage as may from time to time be required by the Bank (A) by reason of changes to the use or known physical (including
environmental) or legal characteristics of the Collateral or (B) consistent with the Bank’s practices applicable to loans secured
by similar collateral.


 


(b)       All
insurance policies required pursuant to Sections 1.4 and 4.2 shall: (i) be in amounts and form to comply with all provisions of the Loan
Agreement; (ii) be issued by companies satisfactory to the Bank with a minimum A.M. Best Financial Strength rating of “A-“
and Financial Size Category of “IX”; (iii) be for a policy term of not less than one year; (iv) name Borrower (with proper
legal name) as Named Insured, Additional Named Insured or Additional Insured; and (v) only contain exclusions to coverage that are acceptable
to the Bank.



    	 	21	 



     


    




(c)       All
insurance policies required pursuant hereto shall include: (i) lender’s loss payable endorsement for all property insurance and
business interruption insurance; (ii) either an agreed amount endorsement (to avoid the operation of any coinsurance provisions) or a
waiver of any coinsurance or similar provisions, and (iii) a provision requiring not less than ten (10) days’ prior written notice
to the Bank of any nonrenewal or cancellation for non-payment of premium and not less than thirty (30) days’ prior written notice
of cancellation for any other reason.


 


(d)       All
liability insurance policies required pursuant hereto shall: (i) name the Bank as an additional insured, (ii) be written on an occurrence
basis form, and (iii) require the carrier to endeavor to provide not less than ten (10) days’ prior written notice to the Bank of
any nonrenewal or cancellation for non-payment of premium and not less than thirty (30) days’ prior notice of cancellation for any
other reason.


 


(e)       The
insurance policies required herein may be satisfied by individual policies covering only the Collateral or by blanket policies covering
the Collateral and other locations. If blanket policies are utilized, then (i) coverage needs to be equivalent or better than coverage
that would be provided on a scheduled policy, (ii) a statement of values must be provided in an electronic spreadsheet for all properties
covered by the blanket property coverage limit, which shall include, at a minimum, information as to the city, state, and value for each
coverage type for each location, (iii) any Margin Clause, Per Location Limitation of Liability provision or similar clause tying the property
coverage limit to a reported value must not reduce coverage on the Secured Property to less than one hundred percent (100%) of its insurable
replacement value, (iv) the full blanket limit(s) must be reinstated following any loss, (v) if a layered policy program is utilized,
all layers must coordinate to eliminate any gaps in coverage, and (vi) coverage may only include properties owned by Borrower and its
affiliates.


 


(f)       The
following evidence of the required property coverage shall be delivered to the Bank at least fifteen (15) days prior to the current policy
expiration: (i) a complete copy of the insurance policy, including all policy forms and endorsements; or (ii) an ACORD 28 (2003 version
providing all of the rights and privileges of the policy), or a similar proprietary version. If (i) or (ii) cannot be provided prior to
the current policy expiration, an ACORD 28 (Information Only version), or a similar proprietary version or an ACORD 75 Binder that includes
all insurance requirements listed above, will be accepted temporarily until a complete copy of the policy can be provided, but no later
than the Binder expiration or ninety (90) days, whichever is earlier.



 



(g)       The
following evidence of the required liability coverage shall be delivered to the Bank at least fifteen (15) days prior to the current policy
expiration: (i) a complete copy of the insurance policy, including all policy forms and endorsements; or (ii) an ACORD 25 Certificate
of Liability Insurance, in addition to the required Additional Insured endorsements. If (i) or (ii) cannot be provided prior to the current
policy expiration, an ACORD 25 Certificate of Liability Insurance, or similar proprietary form or an ACORD 75 Binder that includes all
insurance requirements above will be accepted temporarily until a complete copy of the policy or the required endorsements can be provided,
but no later than the Binder expiration or ninety (90) days, whichever is earlier.


 



    	 	22	 



     


    
If property or liability coverage is provided
via a multi-year policy, new certificates of insurance must be provided annually during the interim years of the policy and must note
all current coverage limits and/or changes to coverage on the Collateral since policy inception.


 


 


 


 


 


 


 


 


 


 






    	 	23	 



     


    

EXHIBIT D


COMPLIANCE CERTIFICATE


 


		TO:	Bremer Bank, National Association, a national banking association ("Bank")



 


Pursuant to that certain Loan Agreement dated
April 27, 2022 by and between Clearfield, Inc., a Minnesota corporation (the "Borrower") and the Bank, and any amendments thereto
and extensions thereof ("Loan Agreement"), the Borrower hereby:


 


A.       repeats
and reaffirms to the Bank each and all of the representations and warranties made by the Borrower in the Loan Agreement and the agreements
related thereto, and certifies to the Bank that each and all of said warranties and representations are true and correct in all material
respects as of the date hereof; and


 


B.       Certifies
that the following computations of financial covenants and tests contained in the Loan Agreement and related documents are as follows:


 


Debt Service Coverage Ratio:


	a)	 	Cash Available for Debt Service	 	____________________
	b)	 	Debt Service	 	____________________
	c)	 	Ratio (a divided by b)	 	____________________




 


		Required:	Not less than 1.20 to 1 as of the end of each fiscal year for the fiscal year then ended (Section 4.11)



 


Debt to Cash Flow:


	a)	 	Debt	 	____________________
	b)	 	Cash Flow	 	____________________
	c)	 	Debt to Cash Flow	 	____________________
	 	 	(a divided by b)




 


		Required:	Not to exceed 2.00 to 1.00. This ratio will be evaluated as of the end of each fiscal year end (Section 4.12).



 


All capitalized terms not
defined herein shall have the meaning ascribed to them in the Loan Agreement.


 


The undersigned further confirms
that no Event of Default has occurred or is continuing and no event which with the giving notice or the passage of time or both would
mature into an Event of Default has occurred or is continuing.


 


	 	Clearfield, Inc.
	 	 
	 	By_____________________________
	 	Its_____________________________




 




24