Credit Agreement



 Exhibit 10.1 

 
  

 
  

CREDIT AGREEMENT 

Dated as of April 30, 2010 

by and among 

THERMON INDUSTRIES, INC., as the US Borrower, 

THERMON CANADA INC., as the Canadian Borrower, 

THE OTHER PERSONS PARTY HERETO THAT ARE 

DESIGNATED AS CREDIT PARTIES, 

GENERAL ELECTRIC CAPITAL CORPORATION 

for itself, as a US Lender and US Swingline Lender and as US Agent for all US Lenders, 

GE CANADA FINANCE HOLDING COMPANY, for itself 

as a Canadian Lender and as Canadian Agent for all Canadian Lenders, 

BANK OF MONTREAL, for itself, as a Lender, and as 

Documentation Agent for all Lenders, 

KEYBANK NATIONAL ASSOCIATION, 

for itself as a Lender, and as Syndication Agent for all Lenders 

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO 

as Lenders, 
 and

 GE CAPITAL MARKETS, INC., 

as Sole Lead Arranger and Bookrunner 
  

 
  

 







 TABLE OF CONTENTS 

 

							
	 ARTICLE I - THE CREDITS
	  	2
		 	1.1  	    	Amounts and Terms of Commitments	  	2
		 	1.2  	    	Notes	  	15
		 	1.3  	    	Interest	  	15
		 	1.4  	    	Loan Accounts	  	17
		 	1.5  	    	Procedure for Revolving Credit Borrowing	  	18
		 	1.6  	    	Conversion and Continuation Elections	  	20
		 	1.7  	    	Optional Prepayments	  	21
		 	1.8  	    	Mandatory Prepayments of Loans and Commitment Reductions	  	22
		 	1.9  	    	Fees	  	24
		 	1.10	    	Payments by the Borrowers	  	25
		 	1.11	    	Payments by the Lenders to Appropriate Agent; Settlement	  	28
		
	 ARTICLE II - CONDITIONS PRECEDENT
	  	32
		 	2.1  	    	Conditions of Initial Loans	  	32
		 	2.2  	    	Conditions to All Borrowings	  	33
		
	 ARTICLE III - REPRESENTATIONS AND WARRANTIES
	  	35
		 	3.1  	    	Corporate Existence and Power	  	35
		 	3.2  	    	Corporate Authorization; No Contravention	  	35
		 	3.3  	    	Governmental Authorization	  	35
		 	3.4  	    	Binding Effect	  	36
		 	3.5  	    	Litigation	  	36
		 	3.6  	    	No Default	  	36
		 	3.7  	    	ERISA and Related Canadian Compliance.	  	36
		 	3.8  	    	Use of Proceeds; Margin Regulations	  	37
		 	3.9  	    	Title to Properties	  	37
		 	3.10	    	Taxes	  	37
		 	3.11	    	Financial Condition	  	38
		 	3.12	    	Environmental Matters	  	39
		 	3.13	    	Regulated Entities	  	39
		 	3.14	    	Solvency	  	39
		 	3.15	    	Labor Relations	  	40
		 	3.16	    	Intellectual Property	  	40
		 	3.17	    	Brokers’ Fees; Transaction Fees	  	40
		 	3.18	    	Insurance	  	40
		 	3.19	    	Ventures, Subsidiaries and Affiliates; Outstanding Stock.	  	40
		 	3.20	    	Jurisdiction of Organization; Chief Executive Office.	  	41
		 	3.21	    	Deposit Accounts and Other Accounts.	  	41
		 	3.22	    	Bonding; Licenses.	  	41
		 	3.23	    	Purchase Agreement.	  	41
		 	3.24	    	Status of Holdings.	  	41
		 	3.25	    	Second Lien Debt.	  	42

  

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		 	3.26	    	Full Disclosure.	  	42
		 	3.27	    	Foreign Assets Control Regulations and Anti-Money Laundering.	  	42
		 	3.28	    	Patriot Act.	  	43
		
	 ARTICLE IV - AFFIRMATIVE COVENANTS
	  	43
		 	4.1  	    	Financial Statements	  	43
		 	4.2  	    	Certificates; Other Information	  	44
		 	4.3  	    	Notices	  	46
		 	4.4  	    	Preservation of Corporate Existence, Etc	  	48
		 	4.5  	    	Maintenance of Property	  	48
		 	4.6  	    	Insurance	  	48
		 	4.7  	    	Payment of Obligations	  	49
		 	4.8  	    	Compliance with Laws	  	50
		 	4.9  	    	Inspection of Property and Books and Records	  	50
		 	4.10	    	Use of Proceeds	  	51
		 	4.11	    	Cash Management Systems	  	51
		 	4.12	    	Landlord Agreements	  	51
		 	4.13	    	Further Assurances	  	52
		 	4.14	    	Environmental Matters.	  	54
		 	4.15	    	Post-Closing Obligations.	  	54
		
	 ARTICLE V - NEGATIVE COVENANTS
	  	55
		 	5.1  	    	Limitation on Liens	  	55
		 	5.2  	    	Disposition of Assets	  	58
		 	5.3  	    	Consolidations and Mergers	  	60
		 	5.4  	    	Loans and Investments	  	60
		 	5.5  	    	Limitation on Indebtedness	  	63
		 	5.6  	    	Transactions with Affiliates	  	65
		 	5.7  	    	Management Fees and Compensation	  	66
		 	5.8  	    	Use of Proceeds	  	66
		 	5.9  	    	Contingent Obligations	  	67
		 	5.10	    	Compliance with ERISA, Etc	  	68
		 	5.11	    	Restricted Payments	  	68
		 	5.12	    	Change in Business	  	70
		 	5.13	    	Change in Structure	  	70
		 	5.14	    	Changes in Accounting, Name and Jurisdiction of Organization	  	70
		 	5.15	    	Amendments to Related Agreements and Subordinated Indebtedness	  	71
		 	5.16	    	No Negative Pledges	  	71
		 	5.17	    	OFAC; Patriot Act	  	71
		 	5.18	    	Sale-Leasebacks	  	72
		 	5.19	    	Hazardous Materials	  	72
		
	 ARTICLE VI - FINANCIAL COVENANTS
	  	72
		 	6.1  	    	Fixed Charge Coverage Ratio	  	72
		
	 ARTICLE VII - EVENTS OF DEFAULT
	  	72
		 	7.1  	    	Event of Default	  	72

  

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		 	7.2  	    	Remedies	  	75
		 	7.3  	    	Rights Not Exclusive	  	75
		 	7.4  	    	Cash Collateral for Letters of Credit	  	75
		
	 ARTICLE VIII - AGENT
	  	76
		 	8.1  	    	Appointment and Duties.	  	76
		 	8.2  	    	Binding Effect	  	79
		 	8.3  	    	Use of Discretion.	  	79
		 	8.4  	    	Delegation of Rights and Duties	  	80
		 	8.5  	    	Reliance and Liability.	  	80
		 	8.6  	    	Agent Individually	  	81
		 	8.7  	    	Lender Credit Decision.	  	81
		 	8.8  	    	Expenses; Indemnities.	  	82
		 	8.9  	    	Resignation of Agent or L/C Issuer.	  	83
		 	8.10	    	Release of Collateral or Guarantors	  	84
		 	8.11	    	Additional Secured Parties.	  	84
		 	8.12	    	Documentation Agent and Syndication Agent	  	85
		
	 ARTICLE IX - MISCELLANEOUS
	  	86
		 	9.1  	    	Amendments and Waivers	  	86
		 	9.2  	    	Notices	  	88
		 	9.3  	    	Electronic Transmissions	  	89
		 	9.4  	    	No Waiver; Cumulative Remedies	  	90
		 	9.5  	    	Costs and Expenses	  	90
		 	9.6  	    	Indemnity	  	91
		 	9.7  	    	Marshaling; Payments Set Aside	  	92
		 	9.8  	    	Successors and Assigns	  	92
		 	9.9  	    	Assignments and Participations; Binding Effect	  	92
		 	9.10	    	Non-Public Information; Confidentiality.	  	95
		 	9.11	    	Set-off; Sharing of Payments	  	97
		 	9.12	    	Counterparts; Facsimile Signature	  	98
		 	9.13	    	Severability	  	98
		 	9.14	    	Captions	  	98
		 	9.15	    	Independence of Provisions	  	98
		 	9.16	    	Interpretation	  	98
		 	9.17	    	No Third Parties Benefited	  	99
		 	9.18	    	Governing Law and Jurisdiction	  	99
		 	9.19	    	Waiver of Jury Trial	  	99
		 	9.20	    	Entire Agreement; Release; Survival	  	100
		 	9.21	    	Patriot Act	  	100
		 	9.22	    	Replacement of Lender	  	101
		 	9.23	    	Joint and Several	  	101
		 	9.24	    	Creditor-Debtor Relationship	  	101
		 	9.25	    	Risk Participation.	  	102
		
	 ARTICLE X - TAXES, YIELD PROTECTION AND ILLEGALITY
	  	103
		 	10.1  	    	Taxes	  	103

  

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		 	10.2	    	Illegality	  	106
		 	10.3	    	Increased Costs and Reduction of Return	  	106
		 	10.4	    	Funding Losses	  	107
		 	10.5	    	Inability to Determine Rates	  	108
		 	10.6	    	Reserves on LIBOR Rate Loans	  	108
		 	10.7	    	Certificates of Lenders	  	108
		
	 ARTICLE XI - DEFINITIONS
	  	109
		 	11.1	    	Defined Terms	  	109
		 	11.2	    	Other Interpretive Provisions.	  	140
		 	11.3	    	Accounting Terms and Principles	  	141
		 	11.4	    	Payments	  	141
		 	11.5	    	Judgment Currency.	  	142

  

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 SCHEDULES 
  

			
	Schedule 1.1(b)	  	Revolving Loan Commitments
	Schedule 3.5	  	Litigation
	Schedule 3.7	  	ERISA
	Schedule 3.9	  	Real Estate
	Schedule 3.10	  	Taxes
	Schedule 3.12	  	Environmental
	Schedule 3.15	  	Labor Relations
	Schedule 3.17	  	Brokers’ and Transaction Fees
	Schedule 3.19	  	Ventures, Subsidiaries and Affiliates; Outstanding Stock
	Schedule 3.20	  	Jurisdiction of Organization; Chief Executive Office
	Schedule 3.21	  	Deposit Accounts and Other Accounts
	Schedule 3.22	  	Bonding; Licenses
	Schedule 4.15	  	Post-Closing Obligations
	Schedule 5.1	  	Liens
	Schedule 5.4	  	Investments
	Schedule 5.5	  	Indebtedness
	Schedule 5.5(p)	  	Foreign Subsidiary Letter of Credit Indebtedness
	Schedule 5.5(q)	  	Foreign Subsidiary Indebtedness
	Schedule 5.6	  	Transactions with Affiliates
	Schedule 5.9	  	Contingent Obligations
	Schedule 11.1	  	Prior Indebtedness


EXHIBITS 
  

			
	Exhibit 1.1(c)	  	Form of L/C Request
	Exhibit 1.1(d)	  	Form of Swing Loan Request
	Exhibit 1.6	  	Form of Notice of Conversion/Continuation
	Exhibit 2.1	  	Closing Checklist
	Exhibit 4.2(b)	  	Form of Compliance Certificate
	Exhibit 11.1(a)	  	Form of Assignment
	Exhibit 11.1(b)	  	Form of Borrowing Base Certificate
	Exhibit 11.1(c)	  	Form of Notice of Borrowing
	Exhibit 11.1(d)	  	Form of Revolving Note
	Exhibit 11.1(e)	  	Form of Swingline Note

  

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 CREDIT AGREEMENT 

This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to
time, this “Agreement”) is entered into as of April 30, 2010, by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower” and,
together with the US Borrower, the “Borrowers” and each individually, a “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation
(in its individual capacity, “GE Capital”), as US Agent for the several financial institutions from time to time party to this Agreement with a US Revolving Loan Commitment (collectively, the “US Lenders” and individually each a
“US Lender”) and for itself as a US Lender (including as US Swingline Lender), GE Canada Holding Finance Company, a Nova Scotia unlimited liability company (in its individual capacity, “GE Canada”) as Canadian Agent for the
several financial institutions from time to time party to this Agreement with a Canadian Revolving Loan Commitment (collectively, the “Canadian Lenders”, individually, a “Canadian Lender” and collectively with the US Lenders, the
“Lenders”), Bank of Montreal, as documentation agent for the Lenders and for itself as a Lender, and KeyBank National Association, as syndication agent for the Lenders and for itself as a Lender, and such other Lenders. 

W I T N E S S E T H: 

WHEREAS, the Borrowers have requested, and the US Lenders have agreed to make available to the US Borrower and the Canadian Lenders have
agreed to make available to the Canadian Borrower, a revolving credit facility (including a letter of credit subfacility) to (a) refinance Prior Indebtedness, (b) provide for working capital, capital expenditures and other general
corporate purposes of the Borrowers and (c) fund certain fees and expenses associated with the funding of the Loans and consummation of the transactions contemplated hereby; 

WHEREAS, the US Borrower desires to secure all of the Obligations under the Loan Documents by granting to US Agent, for the benefit of
the Secured Parties, a security interest in and lien upon substantially all of its Property; 
 WHEREAS, the Canadian Borrower
desires to secure all of the Canadian Obligations by granting to Canadian Agent, for the benefit of the Canadian Secured Parties, a security interest in and lien upon substantially all of its Property; 

WHEREAS, Thermon Holding Corp., a Delaware corporation that directly owns all of the Stock and Stock Equivalents of the Borrowers
(“Holdings”), is, subject to the terms hereof, willing to guaranty all of the Obligations and to pledge to US Agent, for the benefit of the Secured Parties, all of the Stock and Stock Equivalents of the Borrowers and substantially all of
its other Property to secure the Obligations (but only to the extent no 956 Impact exists); 
 WHEREAS, US Borrower is willing
to guaranty the Canadian Obligations and, subject to the terms hereof, each Subsidiary of (a) US Borrower is willing to guarantee all of the Obligations of the Borrowers and to grant to US Agent, for the benefit of the Secured Parties, a

  

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security interest in and lien upon substantially all of its Property to secure the Obligations (but only to the extent no 956 Impact exists) and (b) Canadian Borrower is willing to guarantee
all of the Canadian Obligations and to grant to Canadian Agent, for the benefit of the Canadian Secured Parties, a security interest in and lien on substantially all of its Property to secure the Canadian Obligations; 

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as
follows: 
 ARTICLE I - 

THE CREDITS 

1.1 Amounts and Terms of Commitments. 

(a) Reserved. 

(b) The Revolving Credits. (i) Subject to the terms and conditions of this Agreement and in reliance upon the representations
and warranties of the Credit Parties contained herein, each US Lender severally and not jointly agrees to make Loans denominated in Dollars to the US Borrower (each such Loan, a “US Revolving Loan”) from time to time on any Business Day
during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “US
Revolving Loan Commitments” (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “US Revolving Loan Commitment”); provided, however,
that, after giving effect to any Borrowing of US Revolving Loans, the aggregate principal amount of all outstanding US Revolving Loans shall not exceed the Maximum US Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts
borrowed under this subsection 1.1(b)(i) may be repaid and reborrowed from time to time. The “Maximum US Revolving Loan Balance” from time to time will be the lesser of: 

(x) the “US Borrowing Base” (as calculated pursuant to the US Borrowing Base Certificate) in effect from time to
time, or 
 (y) the Aggregate US Revolving Loan Commitment then in effect; 

less, in either case, the sum of (i) the aggregate amount of US Letter of Credit Obligations, (ii) the aggregate principal amount of
outstanding US Swing Loans, (iii) the US Dollar Equivalent of the aggregate principal amount of Canadian Revolving Loans and Canadian Swing Loans, (iv) the US Dollar Equivalent of the aggregate amount of Canadian Letter of Credit
Obligations and Reserves established by Canadian Agent and (v) such Reserves as may be imposed by US Agent in its reasonable credit judgment. If at any time the then outstanding principal balance of US Revolving Loans exceeds the Maximum
US Revolving Loan Balance, then the US Borrower shall prepay, or cause to be prepaid, outstanding Revolving Loans in an amount sufficient to eliminate such excess, within five (5) Business Days after the occurrence thereof; provided, no such
prepayment shall be required provided such excess (i) does not exceed three percent (3%)
  

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of the Maximum US Revolving Loan Balance, (ii) is solely attributable to a change in the exchange rate between Dollars and Canadian Dollars, (iii) in no event causes or results in any
US Revolving Loans held by Lender to exceed such Lender’s US Revolving Loan Commitment and (iv) shall be reduced to zero ($0) in connection with the recalculation of the US Borrowing Base pursuant to and concurrently with the delivery of
the next Borrowing Base Certificate as required by subsection 4.2(d) hereof (provided, for purposes of clarity, if such excess is not reduced to zero ($0) as a result of the such recalculation, such excess shall be repaid within five
(5) Business Days after the required delivery of such Borrowing Base Certificate). 
 (ii) Subject to the
terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Canadian Lender severally and not jointly agrees to make Loans denominated in either Dollars or Canadian
Dollars to the Canadian Borrower (each such Loan, a “Canadian Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any
time outstanding the US Dollar Equivalent of the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Canadian Revolving Loan Commitments” (such amount as the same may be reduced or increased from
time to time in accordance with this Agreement, being referred to herein as such Lender’s “Canadian Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Canadian Revolving Loans, the aggregate
principal amount of all outstanding Canadian Revolving Loans shall not exceed the Maximum Canadian Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b)(ii) may be repaid and
reborrowed from time to time. The “Maximum Canadian Revolving Loan Balance” from time to time will be the lesser of: 

(x) the “Canadian Borrowing Base” (as calculated pursuant to the Canadian Borrowing Base Certificate) in effect
from time to time, or 
 (y) the Aggregate Canadian Revolving Loan Commitment then in effect; 

less, in either case, the sum of (i) the aggregate amount of the US Dollar Equivalent of all Canadian Letter of Credit Obligations,
(ii) the aggregate principal amount of outstanding Canadian Swing Loans, (iii) the amount by which the sum of (x) the aggregate principal amount of US Revolving Loans and US Swing Loans, (y) aggregate amount of US Letter of
Credit Obligations and (z) Reserves imposed by US Agent, exceeds $20,000,000 and (iv) such Reserves as may be imposed by Canadian Agent in its reasonable credit judgment. If at any time the then outstanding principal balance of
Canadian Revolving Loans exceeds the Maximum Canadian Revolving Loan Balance, then the Canadian Borrower shall prepay outstanding Canadian Loans in an amount sufficient to eliminate such excess, within five (5) Business Days after the
occurrence thereof; provided, no such prepayment shall be required provided such excess (i) does not exceed three percent (3%) of the Maximum Canadian Revolving Loan Balance, (ii) is solely attributable to a change in the exchange
rate between Dollars and Canadian Dollars, (iii) in no event causes or results in any Canadian Revolving Loans held by Lender to exceed such Lender’s Canadian Revolving Loan Commitment and (iv) shall be reduced to zero ($0) in

  

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connection with the recalculation of the Canadian Borrowing Base pursuant to and concurrently with the delivery of the next Borrowing Base Certificate as required by subsection 4.2(d) hereof
(provided, for purposes of clarity, if such excess is not reduced to zero ($0) as a result of the such recalculation, such excess shall be repaid within five (5) Business Days after the required delivery of such Borrowing Base Certificate).

 (c) US Letters of Credit. (i) Conditions. On the terms and subject to the conditions contained herein, the
US Borrower may request that one or more US L/C Issuers Issue, in accordance with such US L/C Issuers’ usual and customary business practices, and for the account of the US Credit Parties, US Letters of Credit (denominated in Dollars) from time
to time on any Business Day during the period from the Closing Date through the earlier of (x) the Final Availability Date and (y) seven (7) days prior to the date specified in clause (a) of the definition of Revolving
Termination Date; provided, however, that no US L/C Issuer shall Issue any US Letter of Credit during the continuance of any of the following or, if after giving effect to such Issuance: 

(A)(i) US Availability would be less than zero, or (ii) the US Dollar Equivalent of all Letter of Credit Obligations
for all Letters of Credit would exceed the US Dollar Equivalent of $15,000,000 (the “L/C Sublimit”); 

(B) the expiration date of such US Letter of Credit (i) is not a Business Day, (ii) is more than one year after
the date of issuance thereof or (iii) is later than seven (7) days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any US Letter of Credit with a term not exceeding
one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the US Borrower and such US L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and
(y) neither such US L/C Issuer nor the US Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (iii) above; or 

(C)(i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such US Letter of
Credit is requested to be issued in a form that is not acceptable to such US L/C Issuer or (iii) such US L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the US Borrower, the
documents that such US L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such US Letter of Credit (collectively, the “US L/C Reimbursement Agreement”). 

Furthermore, GE Capital as a US L/C Issuer may elect only to issue US Letters of Credit in its own name and may only issue US Letters of Credit to the
extent permitted by Requirements of Law, and such US Letters of Credit may not be accepted by certain beneficiaries such as insurance companies. For each Issuance, the applicable US L/C Issuer may, but shall not be required to, determine that, or
take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any US Letter of Credit; provided, however, that no US Letters of Credit shall be Issued during the period
starting on the first Business Day after the receipt by such US L/C Issuer of notice from US Agent or the Required Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are
satisfied or duly waived. 
  

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 Notwithstanding anything else to the contrary herein, if any US Lender is a Non-Funding Lender or Impacted
Lender, no US L/C Issuer shall be obligated to Issue any US Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such
Non-Funding Lender or Impacted Lender have been cash collateralized, (y) the US Revolving Loan Commitments of the other US Lenders have been increased by an amount sufficient to satisfy US Agent that all future US Letter of Credit Obligations
will be covered by all US Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Lenders in a manner consistent with
subsection 1.11(e)(ii). 
 (ii) Notice of Issuance. The US Borrower shall give the relevant US L/C Issuer
and US Agent a notice of any requested Issuance of any US Letter of Credit, which shall be effective only if received by such US L/C Issuer and US Agent not later than 1:00 p.m. (Chicago time) on the third Business Day prior to the date of such
requested Issuance. Such notice shall be made in a writing or Electronic Transmission substantially in the form of Exhibit 1.1(c) duly completed or in a writing in any other form reasonably acceptable to the L/C Issuer (an “L/C
Request”) or by telephone if confirmed promptly in writing or Electronic Transmission. 
 (iii) Reporting
Obligations of US L/C Issuers. Each US L/C Issuer agrees to provide US Agent, in form and substance satisfactory to US Agent, each of the following on the following dates: (A) (i) on or prior to any Issuance of any US Letter of Credit
by such US L/C Issuer, (ii) immediately after any drawing under any such US Letter of Credit or (iii) immediately after any payment (or failure to pay when due) by the US Borrower of any related US L/C Reimbursement Obligation, notice
thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment and US Agent shall provide copies of such notices to each US Lender reasonably promptly after receipt thereof; (B) upon the request of US Agent
(or any US Lender through US Agent), copies of any US Letter of Credit Issued by such US L/C Issuer and any related US L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by US Agent; and (C) on
the first Business Day of each calendar week, a schedule of the US Letters of Credit Issued by such US L/C Issuer, in form and substance reasonably satisfactory to US Agent, setting forth the US Letter of Credit Obligations for such US Letters of
Credit outstanding on the last Business Day of the previous calendar week. 
 (iv) Acquisition of
Participations. Upon any Issuance of a US Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the US Letter of Credit Obligations, each US Lender shall be deemed to have acquired, without recourse or
warranty, an undivided interest and participation in such US Letter of Credit and the related US Letter of Credit Obligations in an amount equal to its Commitment Percentage of such US Letter of Credit Obligations. 

 

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 (v) Reimbursement Obligations of the US Borrower. The US Borrower
agrees to pay to the US L/C Issuer of any US Letter of Credit each US L/C Reimbursement Obligation owing with respect to such US Letter of Credit no later than the first Business Day after the US Borrower receives notice from such US L/C Issuer that
payment has been made under such US Letter of Credit or that such US L/C Reimbursement Obligation is otherwise due (the “US L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that
any US L/C Reimbursement Obligation is not repaid by the US Borrower as provided in this clause (v) (or any such payment by the US Borrower is rescinded or set aside for any reason), such US L/C Issuer shall promptly notify US Agent of such
failure (and, upon receipt of such notice, US Agent shall notify each US Lender) and, irrespective of whether such notice is given, such US L/C Reimbursement Obligation shall be payable on demand by the US Borrower with interest thereon computed
(A) from the date on which such US L/C Reimbursement Obligation arose to the US L/C Reimbursement Date, at the interest rate applicable during such period to US Revolving Loans that are Base Rate Loans and (B) thereafter until payment in
full, at the interest rate specified in subsection 1.3(c) to past due US Revolving Loans that are Base Rate Loans (regardless of whether or not an election is made under such subsection). 

(vi) Reimbursement Obligations of the US Revolving Credit Lenders. 

(1) Upon receipt of the notice described in clause (v) above from US Agent, each US Lender shall pay to US Agent for
the account of such US L/C Issuer its Commitment Percentage of such US Letter of Credit Obligations (as such amount may be increased pursuant to subsection 1.11(e)(ii)). 

(2) By making any payment described in clause (1) above (other than during the continuation of an Event of Default
under subsection 7.1(f) or 7.1(g)), such US Lender shall be deemed to have made a US Revolving Loan to the US Borrower, which, upon receipt thereof by such US L/C Issuer, the US Borrower shall be deemed to have used in whole to repay such US L/C
Reimbursement Obligation. Any such payment that is not deemed a US Revolving Loan shall be deemed a funding by such US Lender of its participation in the applicable US Letter of Credit and the US Letter of Credit Obligation in respect of the related
US L/C Reimbursement Obligations. Such participation shall not otherwise be required to be funded. Following receipt by any US L/C Issuer of any payment from any US Lender pursuant to this clause (vi) with respect to any portion of any US L/C
Reimbursement Obligation, such US L/C Issuer shall promptly pay over to such US Lender all duplicate payments received from Persons other than Lenders making payment on behalf of a Credit Party by such US L/C Issuer with respect to such portion of
such US L/C Reimbursement Obligation. 
 (vii) Obligations Absolute. The obligations of the US Borrower
and the US Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, 
  

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unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision
in any US Letter of Credit, any document transferring or purporting to transfer a US Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any
document presented under a US Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such US Letter of Credit or (iii) any loss or delay, including in the
transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any US Letter of Credit or any other Person,
whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any US Lender, (i) the failure of any
condition precedent set forth in Section 2.2 to be satisfied (each of which conditions precedent the US Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and
(D) any other act or omission to act or delay of any kind of either Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this
clause (vii), constitute a legal or equitable discharge of any obligation of the US Borrower or any US Lender hereunder. No provision hereof shall be deemed to waive or limit the US Borrower’s right to assert claims against, or seek repayment
of any payment of any US L/C Reimbursement Obligations from, the US L/C Issuer under the terms of the applicable US L/C Reimbursement Agreement, any other documentation entered into with respect to the relevant Letters of Credit or applicable law.

 (d) US Swing Loans. (i) Availability. Subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties of the Credit Parties contained herein, the US Swingline Lender may, in its sole discretion, make Loans denominated in Dollars (each a “US Swing Loan”) available to the US Borrower under the
US Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its US Swingline Commitment;
provided, however, that the US Swingline Lender may not make any US Swing Loan (x) to the extent that after giving effect to such US Swing Loan, the aggregate principal amount of all US Revolving Loans would exceed the Maximum US Revolving Loan
Balance and (y) during the period commencing on the first Business Day after it receives notice from US Agent or the Required Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when
such conditions are satisfied or duly waived. In connection with the making of any US Swing Loan, the US Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2
have been satisfied or waived. Each US Swing Loan shall be a Base Rate Loan and must be repaid as provided herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this
clause (i), amounts of US Swing Loans repaid may be reborrowed under this clause (i). 
  

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 (ii) Borrowing Procedures. In order to request a US Swing Loan, the
US Borrower shall give to US Agent a notice to be received not later than 1:00 p.m. (Chicago time) on the day of the proposed Borrowing, which shall be made in a writing or in an Electronic Transmission substantially in the form of Exhibit 1.1(d) or
in a writing in any other form reasonably acceptable to the Appropriate Agent duly completed (a “Swingline Request”) or by telephone if confirmed promptly in writing or Electronic Transmission. In addition, if any Notice of Borrowing of US
Revolving Loans requests a Borrowing of Base Rate Loans, the US Swingline Lender may, notwithstanding anything else to the contrary herein, make a US Swing Loan to the US Borrower in an aggregate amount not to exceed such proposed Borrowing, and the
aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such US Swing Loan. US Agent shall promptly notify the US Swingline Lender of the details of the requested US Swing Loan. Upon receipt
of such notice and subject to the terms of this Agreement, the US Swingline Lender may make a US Swing Loan available to the US Borrower by making the proceeds thereof available to US Agent and, in turn, US Agent shall make such proceeds available
to the US Borrower on the date set forth in the relevant Swingline Request or Notice of Borrowing. 
 (iii)
Refinancing US Swing Loans. 
 (1) The US Swingline Lender may at any time (and shall no less frequently
than once each week) forward a demand to US Agent (which US Agent shall, upon receipt, forward to each US Lender) that each US Lender pay to US Agent, for the account of the US Swingline Lender, such US Lender’s Commitment Percentage of the
outstanding US Swing Loans (as such amount may be increased pursuant to subsection 1.11(e)(ii)). 
 (2) Each US
Lender shall pay the amount owing by it to US Agent for the account of the US Swingline Lender on the Business Day following receipt of the notice or demand therefor. Payments received by US Agent after 12:00 noon Chicago time may, in US
Agent’s discretion, be deemed to be received on the next Business Day. Upon receipt by US Agent of such payment (other than during the continuation of any Event of Default under subsection 7.1(f) or 7.1(g)), such US Lender shall be deemed to
have made a US Revolving Loan to the US Borrower, which, upon receipt of such payment by the US Swingline Lender from US Agent, the US Borrower shall be deemed to have used in whole to refinance such US Swing Loan. In addition, regardless of whether
any such demand is made, upon the occurrence of any Event of Default under subsection 7.1(f) or 7.1(g), each US Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in each US Swing Loan in
an amount equal to such US Lender’s Commitment Percentage of such US Swing Loan. If any payment made by any US Lender as a result of any such demand is not deemed a US Revolving Loan, such payment shall be deemed a funding by such US Lender of
such participation. Such participation shall not be otherwise required to be funded. Upon receipt by the US Swingline Lender of any payment from any US Lender pursuant to this clause (iii) with respect to any portion of any US Swing Loan, the
US Swingline Lender 
  

 8 








 
shall promptly pay over to such US Lender all payments of principal (to the extent received after such payment by such US Lender) and interest (to the extent accrued with respect to periods after
such payment) on account of such US Swing Loan received by the US Swingline Lender with respect to such portion. 

(iv) Obligation to Fund Absolute. Each US Lender’s obligations pursuant to clause (iii) above shall be
absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense
or other right that such Lender, any Affiliate thereof or any other Person may have against the US Swingline Lender, either Agent, any other Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in
Section 2.2 to be satisfied or the failure of the US Borrower to deliver a Notice of Borrowing (each of which requirements the US Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any
Credit Party. 
 (e) Canadian Letters of Credit. (i) Conditions. On the terms and subject to the conditions
contained herein, the Canadian Borrower may request that one or more Canadian L/C Issuers Issue, in accordance with such Canadian L/C Issuers’ usual and customary business practices, and for the account of the Canadian Credit Parties, Canadian
Letters of Credit (denominated in either Dollars or Canadian Dollars) from time to time on any Business Day during the period from the Closing Date through the earlier of (x) the Final Availability Date and (y) seven (7) days prior to
the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that no Canadian L/C Issuer shall Issue any Canadian Letter of Credit during the continuance of any of the following or, if after giving effect
to such Issuance: 
 (A) (i) US Availability or Canadian Availability would be less than zero, or (ii) the
US Dollar Equivalent of all Letter of Credit Obligations for all Letters of Credit would exceed the L/C Sublimit; 

(B) the expiration date of such Canadian Letter of Credit (i) is not a Business Day, (ii) is more than one year
after the date of issuance thereof or (iii) is later than seven (7) days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any Canadian Letter of Credit with a term not
exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Canadian Borrower and such Canadian L/C Issuer have the option to prevent such renewal before the expiration of such term or
any such period and (y) neither such Canadian L/C Issuer nor the Canadian Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (iii) above; or 

(C)(i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Canadian Letter
of Credit is requested to be issued in a form that is not acceptable to such Canadian L/C Issuer or (iii) such Canadian L/C Issuer shall not have received, each in form and substance 

 

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reasonably acceptable to it and duly executed by the Canadian Borrower, the documents that such Canadian L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters
of credit of the type of such Canadian Letter of Credit (collectively, the “Canadian L/C Reimbursement Agreement”). 
 Furthermore, GE
Canada as a Canadian L/C Issuer may elect only to issue Canadian Letters of Credit in its own name and may only issue Canadian Letters of Credit to the extent permitted by Requirements of Law, and such Canadian Letters of Credit may not be accepted
by certain beneficiaries such as insurance companies. For each Issuance, the applicable Canadian L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been
satisfied or waived in connection with the Issuance of any Canadian Letter of Credit; provided, however, that no Canadian Letters of Credit shall be Issued during the period starting on the first Business Day after the receipt by such Canadian L/C
Issuer of notice from Canadian Agent or the Required Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. 

Notwithstanding anything else to the contrary herein, if any Canadian Lender is a Non-Funding Lender or Impacted Lender, no Canadian L/C Issuer shall be
obligated to Issue any Canadian Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or
Impacted Lender have been cash collateralized, (y) the Canadian Revolving Loan Commitments of the other Canadian Lenders have been increased by an amount sufficient to satisfy Canadian Agent that all future Canadian Letter of Credit Obligations
will be covered by all Canadian Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Lenders in a manner consistent
with subsection 1.11(e)(ii). 
 (ii) Notice of Issuance. The Canadian Borrower shall give the relevant
Canadian L/C Issuer and Canadian Agent a notice of any requested Issuance of any Canadian Letter of Credit, which shall be effective only if received by such Canadian L/C Issuer and Canadian Agent not later than 1:00 p.m. (Chicago time) on the third
Business Day prior to the date of such requested Issuance. Such notice shall be made in a writing or Electronic Transmission substantially in the form of an L/C Request or by telephone if promptly confirmed in writing or Electronic Transmission.

 (iii) Reporting Obligations of Canadian L/C Issuers. Each Canadian L/C Issuer agrees to provide
Canadian Agent, in form and substance satisfactory to Canadian Agent, each of the following on the following dates: (A) (i) on or prior to any Issuance of any Canadian Letter of Credit by such Canadian L/C Issuer, (ii) immediately
after any drawing under any such Canadian Letter of Credit or (iii) immediately after any payment (or failure to pay when due) by the Canadian Borrower of any related Canadian L/C Reimbursement Obligation, notice thereof, which shall contain a
reasonably detailed description of such Issuance, drawing or payment and Canadian Agent shall provide copies of such notices to each Canadian Lender reasonably promptly after receipt thereof;
(B)
  

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upon the request of Canadian Agent (or any Canadian Lender through Canadian Agent), copies of any Canadian Letter of Credit Issued by such Canadian L/C Issuer and any related Canadian L/C
Reimbursement Agreement and such other documents and information as may reasonably be requested by Canadian Agent; and (C) on the first Business Day of each calendar week, a schedule of the Canadian Letters of Credit Issued by such Canadian L/C
Issuer, in form and substance reasonably satisfactory to Canadian Agent, setting forth the Canadian Letter of Credit Obligations for such Canadian Letters of Credit outstanding on the last Business Day of the previous calendar week and including the
currency in which each such Canadian Letter of Credit is denominated. 
 (iv) Acquisition of
Participations. Upon any Issuance of a Canadian Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the Canadian Letter of Credit Obligations, each Canadian Lender shall be deemed to have acquired,
without recourse or warranty, an undivided interest and participation in such Canadian Letter of Credit and the related Canadian Letter of Credit Obligations in an amount equal to its Commitment Percentage of such Canadian Letter of Credit
Obligations. 
 (v) Reimbursement Obligations of the Canadian Borrower. The Canadian Borrower agrees to
pay to the Canadian L/C Issuer of any Canadian Letter of Credit each Canadian L/C Reimbursement Obligation owing with respect to such Canadian Letter of Credit, in the currency in which such Canadian Letter of Credit is denominated, no later than
the first Business Day after the Canadian Borrower receives notice from such Canadian L/C Issuer that payment has been made under such Canadian Letter of Credit or that such Canadian L/C Reimbursement Obligation is otherwise due (the “Canadian
L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any Canadian L/C Reimbursement Obligation is not repaid by the Canadian Borrower as provided in this clause (v) (or any such
payment by the Canadian Borrower is rescinded or set aside for any reason), such Canadian L/C Issuer shall promptly notify Canadian Agent of such failure (and, upon receipt of such notice, Canadian Agent shall notify each Canadian Lender) and,
irrespective of whether such notice is given, such Canadian L/C Reimbursement Obligation shall be payable on demand by the Canadian Borrower with interest thereon computed (A) from the date on which such Canadian L/C Reimbursement Obligation
arose to the Canadian L/C Reimbursement Date, at the interest rate applicable during such period to Canadian Revolving Loans that are Canadian Prime Rate Loans and (B) thereafter until payment in full, at the interest rate specified in
subsection 1.3(c) to past due (y) Canadian Revolving Loans that are Canadian Prime Rate Loans, for Canadian L/C Reimbursement Obligations denominated in Canadian Dollars and (z) Canadian Revolving Loans that are Base Rate Loans, for
Canadian L/C Reimbursement Obligations denominated in Dollars (in either case, regardless of whether or not an election is made under such subsection). 
  

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 (vi) Reimbursement Obligations of the Canadian Revolving Credit
Lenders. 
 (1) Upon receipt of the notice described in clause (v) above from Canadian Agent, each Canadian Lender
shall pay to Canadian Agent for the account of such Canadian L/C Issuer its Commitment Percentage of such Canadian Letter of Credit Obligations (as such amount may be increased pursuant to subsection 1.11(e)(ii)) in the currency in which such
Canadian Letter of Credit Obligations are denominated. 
 (2) By making any payment described in clause (1) above (other
than during the continuation of an Event of Default under subsection 7.1(f) or 7.1(g)), such Canadian Lender shall be deemed to have made a Canadian Revolving Loan to the Canadian Borrower, in the currency in which the applicable Canadian L/C
Reimbursement Obligation is denominated, which, upon receipt thereof by such Canadian L/C Issuer, the Canadian Borrower shall be deemed to have used in whole to repay such Canadian L/C Reimbursement Obligation. Any such payment that is not deemed a
Canadian Revolving Loan shall be deemed a funding by such Canadian Lender of its participation in the applicable Canadian Letter of Credit and the Canadian Letter of Credit Obligation in respect of the related Canadian L/C Reimbursement Obligations.
Such participation shall not otherwise be required to be funded. Following receipt by any Canadian L/C Issuer of any payment from any Canadian Lender pursuant to this clause (vi) with respect to any portion of any Canadian L/C Reimbursement
Obligation, such Canadian L/C Issuer shall promptly pay over to such Canadian Lender all duplicate payments received from Persons other than Lenders making payment on behalf of a Credit Party by such Canadian L/C Issuer with respect to such portion
of such Canadian L/C Reimbursement Obligation. 
 (vii) Obligations Absolute. The obligations of the
Canadian Borrower and the Canadian Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of
(A) (i) the invalidity or unenforceability of any term or provision in any Canadian Letter of Credit, any document transferring or purporting to transfer a Canadian Letter of Credit, any Loan Document (including the sufficiency of any such
instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Canadian Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the
terms of such Canadian Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit
Party) may have against the beneficiary of any Canadian Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or
reduction, (C) in the case of the obligations of any Canadian Lender, (i) the failure of any condition precedent set forth in Section 2.2 to be satisfied (each of which conditions precedent the Canadian Lenders hereby irrevocably
waive), (ii) any adverse change in the condition (financial or otherwise) of any Credit Party or (iii) the currency in which the applicable Canadian L/C Reimbursement Obligation and the related Canadian Revolving Loan are denominated, and
(D)
  

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any other act or omission to act or delay of any kind of either Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Canadian Borrower or any Canadian Lender hereunder. No provision hereof shall be deemed to waive or limit the
Canadian Borrower’s right to assert claims, or seek repayment of any payment of any Canadian L/C Reimbursement Obligations from, the Canadian L/C Issuer under the terms of the applicable Canadian L/C Reimbursement Agreement, any other
documentation entered into with respect to the relevant Letters of Credit or applicable law. 
 (f) Canadian Swing Loans.
(i) Availability. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Canadian Swingline Lender may, in its sole discretion, make Loans
denominated in Dollars or Canadian Dollars (each a “Canadian Swing Loan”) available to the Canadian Borrower under the Canadian Revolving Loan Commitments from time to time on any Business Day during the period from the Closing Date
through the Final Availability Date in an aggregate principal amount at any time outstanding not to exceed its Canadian Swingline Commitment; provided, however, that the Canadian Swingline Lender may not make any Canadian Swing Loan (x) to the
extent that after giving effect to such Canadian Swing Loan, the aggregate principal amount of the US Dollar Equivalent of all Canadian Revolving Loans would exceed the Maximum Canadian Revolving Loan Balance and (y) during the period
commencing on the first Business Day after it receives notice from Canadian Agent or the Required Lenders that one or more of the conditions precedent contained in Section 2.2 are not satisfied and ending when such conditions are satisfied or
duly waived. In connection with the making of any Canadian Swing Loan, the Canadian Swingline Lender may but shall not be required to determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied
or waived. Each Canadian Swing Loan shall be a Base Rate Loan for Canadian Swing Loans denominated in Dollars and a Canadian Prime Rate Loan for Canadian Swing Loans denominated in Canadian Dollars and must, in either case, be repaid as provided
herein, but in any event must be repaid in full on the Revolving Termination Date. Within the limits set forth in the first sentence of this clause (i), amounts of Canadian Swing Loans repaid may be reborrowed under this clause (i). 

(ii) Borrowing Procedures. In order to request a Canadian Swing Loan, the Canadian Borrower shall give to Canadian
Agent a notice to be received not later than 1:00 p.m. (Chicago time) on the day of the proposed Borrowing, which shall be made in a Swingline Request or by telephone if promptly confirmed in writing or Electronic Transmission. In addition, if any
Notice of Borrowing of Canadian Revolving Loans requests a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, the Canadian Swingline Lender may, notwithstanding anything else to the contrary herein, make a Canadian Swing Loan, in the
applicable currency, to the Canadian Borrower in an aggregate amount not to exceed such proposed Borrowing, and the aggregate amount of the corresponding proposed Borrowing shall be reduced accordingly by the principal amount of such Canadian Swing
Loan. Canadian Agent shall promptly notify the Canadian Swingline Lender of the details of the requested Canadian Swing Loan, 
  


 13 








 
including the currency in which such Loan is denominated. Upon receipt of such notice and subject to the terms of this Agreement, the Canadian Swingline Lender may make a Canadian Swing Loan, in
the applicable currency, available to the Canadian Borrower by making the proceeds thereof available to Canadian Agent and, in turn, Canadian Agent shall make such proceeds available to the Canadian Borrower, in the applicable currency, on the date
set forth in the relevant Swingline Request or Notice of Borrowing. 
 (iii) Refinancing Canadian Swing
Loans. 
 (1) The Canadian Swingline Lender may at any time (and shall no less frequently than once each
week) forward a demand to Canadian Agent (which Canadian Agent shall, upon receipt, forward to each Canadian Lender) that each Canadian Lender pay to Canadian Agent, for the account of the Canadian Swingline Lender, such Canadian Lender’s
Commitment Percentage of the outstanding Canadian Swing Loans (as such amount may be increased pursuant to subsection 1.11(e)(ii)). 

(2) Each Canadian Lender shall pay the amount owing by it to Canadian Agent for the account of the Canadian Swingline
Lender on the Business Day following receipt of the notice or demand therefor. Payments received by Canadian Agent after 12:00 noon Chicago time may, in Canadian Agent’s discretion, be deemed to be received on the next Business Day. Upon
receipt by Canadian Agent of such payment (other than during the continuation of any Event of Default under subsection 7.1(f) or 7.1(g)), such Canadian Lender shall be deemed to have made a Canadian Revolving Loan (denominated in the same currency
as the applicable Canadian Swing Loan) to the Canadian Borrower, which, upon receipt of such payment by the Canadian Swingline Lender from Canadian Agent, the Canadian Borrower shall be deemed to have used in whole to refinance such Canadian Swing
Loan. In addition, regardless of whether any such demand is made, upon the occurrence of any Event of Default under subsection 7.1(f) or 7.1(g), each Canadian Lender shall be deemed to have acquired, without recourse or warranty, an undivided
interest and participation in each Canadian Swing Loan in an amount equal to such Canadian Lender’s Commitment Percentage of such Canadian Swing Loan. If any payment made by any Canadian Lender as a result of any such demand is not deemed a
Canadian Revolving Loan, such payment shall be deemed a funding by such Canadian Lender of such participation. Such participation shall not be otherwise required to be funded. Upon receipt by the Canadian Swingline Lender of any payment from any
Canadian Lender pursuant to this clause (iii) with respect to any portion of any Canadian Swing Loan, the Canadian Swingline Lender shall promptly pay over to such Canadian Lender all payments of principal (to the extent received after such
payment by such Lender) and interest (to the extent accrued with respect to periods after such payment) on account of such Canadian Swing Loan received by the Canadian Swingline Lender with respect to such portion and in the currency in which such
payment was received. 
 (iv) Obligation to Fund Absolute. Each Canadian Lender’s obligations
pursuant to clause (iii) above shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under 

 

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any and all circumstances whatsoever, including (A) the existence of any setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other
Person may have against the Canadian Swingline Lender, either Agent, any other Lender or L/C Issuer or any other Person, (B) the failure of any condition precedent set forth in Section 2.2 to be satisfied or the failure of the Canadian
Borrower to deliver a Notice of Borrowing (each of which requirements the Canadian Lenders hereby irrevocably waive) and (C) any adverse change in the condition (financial or otherwise) of any Credit Party. 

1.2 Notes. 

(a) The US Revolving Loans made by each US Lender shall be evidenced by this Agreement and, if requested by such Lender, a Revolving Note
payable to such Lender in an amount equal to such Lender’s US Revolving Loan Commitment. 
 (b) The Canadian Revolving
Loans made by each Canadian Lender shall be evidenced by this Agreement and, if requested by such Lender, a Revolving Note payable to such Lender in an amount equal to such Lender’s Canadian Revolving Loan Commitment. 

(c) US Swing Loans made by the US Swingline Lender shall be evidenced by this Agreement and, if requested by such Lender, a US Swingline
Note payable to such Lender in an amount equal to the US Swingline Commitment. 
 (d) Canadian Swing Loans made by the Canadian
Swingline Lender shall be evidenced by this Agreement and, if requested by such Lender, a Canadian Swingline Note payable to such Lender in an amount equal to the Canadian Swingline Commitment. 

1.3 Interest. 

(a) Subject to subsections 1.3(c) and 1.3(d), each Loan shall bear interest on the outstanding principal amount thereof from the date
when made at a rate per annum equal to the LIBOR, the Base Rate, the BA Rate or Canadian Prime Rate, as the case may be, plus the Applicable Margin; provided Swing Loans may not be BA Rate Loans or LIBOR Rate Loans; provided, for purposes of
clarity, CDN $ Denominated Canadian Loans shall bear interest at the BA Rate or Canadian Prime Rate, as applicable, plus the appropriate Applicable Margin and Dollar Denominated Canadian Loans shall bear interest at the Base Rate or LIBOR, as
applicable, plus the appropriate Applicable Margin. Each determination of an interest rate by the Appropriate Agent shall be conclusive and binding on Borrowers and the Lenders in the absence of manifest error. All computations of fees and interest
(other than interest on Base Rate Loans and CDN $ Denominated Canadian Loans) payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed. All computations of interest on Base Rate Loans and CDN $ Denominated
Canadian Loans payable under this Agreement shall be made on the basis of a 365-366 day year and actual days elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to,
but excluding, the last day thereof. 
  

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 (b) Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest
shall also be paid on the date of any payment or prepayment of Loans in full. 
 (c) At the election of Required US Lenders with
respect to US Loans or the Required Canadian Lenders with respect to Canadian Loans (with written notice thereof to be provided to the applicable Borrower) while any Specified Event of Default exists and is continuing (or automatically while any
Event of Default under subsection 7.1(f) or 7.1(g) exists), the applicable Borrower (subject to the Interest Act (Canada)) shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the US Loans and/or
Canadian Loans, as applicable, from and after the date of such written notice (or automatically from and after the date of an Event of Default under subsection 7.1(f) or 7.1(g) until such Specified Event of Default shall have been cured or waived in
accordance with the terms of this Agreement), at a rate per annum which is determined by adding two percent (2.0%) per annum to the Applicable Margin then in effect for such Loans (plus the LIBOR, Base Rate, BA Rate or Canadian Prime Rate, as
the case may be). All such interest shall be payable on written demand of the Required US Lenders or Required Canadian Lenders, as applicable. 

(d) (i) Anything herein to the contrary notwithstanding, the obligations of each Borrower hereunder shall be subject to the limitation
that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the
provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event such Borrower shall pay such Lender interest at the highest rate
permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, such Borrower shall continue to pay interest
hereunder at the Maximum Lawful Rate until such time as the total interest received by the Appropriate Agent, on behalf of the applicable Lenders, is equal to the total interest that would have been received had the interest payable hereunder been
(but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. 

(ii) Without limiting the generality of clause (i) above, if any provision of this Agreement or of any of the other
Loan Documents would obligate Canadian Borrower or any other Credit Party to make any payment of interest or other amount payable to any Canadian Lender in an amount or calculated at a rate which would be prohibited by law or would result in a
receipt by such Canadian Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted
with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Canadian Lender of “interest” at a “criminal rate,” such adjustment to
be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under this section 1.3(d), and (2) thereafter, by reducing any fees, commissions, premiums and
other amounts required to be paid to such Canadian Lender which would constitute “interest” for purposes of Section 347 of the 

 

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Criminal Code (Canada). Any amount or rate of interest referred to in this subsection 1.3(d) shall be determined in accordance with generally accepted actuarial practices and principles as an
effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall,
if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Revolving Termination Date and, in the event of a dispute, a certificate of a Fellow of the
Canadian Institute of Actuaries appointed by Canadian Agent shall be conclusive for the purposes of such determination. 

(iii) For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the
rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of a 360 or 365 day year or any other period of time less than a calendar year) are
equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or 365 or such other period of time, as the case may be. 

1.4 Loan Accounts. 

(a) The Appropriate Agent, on behalf of the applicable Lenders, shall record on its books and records the amount of each Loan made, the
interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. The Appropriate Agent shall deliver to the applicable Borrower on a monthly basis a loan statement setting
forth such record for the immediately preceding calendar month. Such record shall, absent manifest error, be conclusive evidence of the amount of the Loans made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so
record or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder (and under any Note) to pay any amount owing with respect to the Loans or provide
the basis for any claim against Agents. 
 (b) US Agent, acting as a non-fiduciary agent of the US Borrower solely for tax
purposes and solely with respect to the actions described in this subsection 1.4(b), shall establish and maintain at its address referred to in Section 9.2 (or at such other address as US Agent may give written notice to the US Borrower)
(A) a record of ownership (the “Register”) in which US Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of US Agent, each Lender and each US L/C Issuer in the US Revolving Loans,
US Swing Loans, US L/C Reimbursement Obligations and US Letter of Credit Obligations, each of their obligations under this Agreement to participate in each US Loan, US Letter of Credit, US Letter of Credit Obligations and US L/C Reimbursement
Obligations, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the US Lenders and the US L/C Issuers
(and each change thereto pursuant to Sections 9.9 and 9.22), (2) the Commitments of each US Lender, (3) the amount of each US Loan (and whether it is a Base Rate or a LIBOR Rate Loan) and each funding of any participation described in
clause (A) above, and for LIBOR Rate Loans, the Interest Period applicable thereto, (4) the amount of any 

 

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principal or interest due and payable or paid, (5) the amount of the US L/C Reimbursement Obligations due and payable or paid in respect of US Letters of Credit and (6) any other
payment received by US Agent from US Borrower and its application to the Obligations. 
 (c) Notwithstanding anything to the
contrary contained in this Agreement, the US Loans (including any Notes evidencing such Loans and, the corresponding obligations to participate in US Letter of Credit Obligations and US Swing Loans) and the US L/C Reimbursement Obligations are
registered obligations, the right, title and interest of the US Lenders and the US L/C Issuers and their assignees in and to such US Loans or US L/C Reimbursement Obligations, as the case may be, shall be transferable only pursuant to the terms of
this Agreement only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the US Loans and US L/C Reimbursement
Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. 

(d) The Credit Parties, US Agent, the US Lenders and the US L/C Issuers shall treat each Person whose name is recorded in the Register as
a US Lender or US L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any US Lender or any US L/C Issuer shall be available for access by the US Borrower, US Agent, such US Lender or
such US L/C Issuer during normal business hours and from time to time upon at least one Business Day’s prior notice. No US Lender or US L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information
in the Register other than information with respect to such US Lender or US L/C Issuer unless otherwise agreed by the US Agent. 

1.5 Procedure for Revolving Credit Borrowing. 

(a) (i) Each Borrowing of a US Revolving Loan shall be made upon the US Borrower’s irrevocable (subject to Section 10.5)
written notice delivered to US Agent substantially in the form of a Notice of Borrowing or in a writing in any other form reasonably acceptable to US Agent, which notice must be received by US Agent prior to 1:00 p.m. (Chicago time) (1) on the
date which is one (1) Business Day prior to the requested Borrowing date of each Base Rate Loan, and (2) on the date which is three (3) Business Days prior to the requested Borrowing date in each case of each LIBOR Rate Loan. Such
Notice of Borrowing shall specify: 
 (w) the amount of the Borrowing (which shall be in an aggregate minimum
principal amount of $100,000); 
 (x) the requested Borrowing date, which shall be a Business Day; 

(y) whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and 

(z) if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Loans. 

 

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 (ii) Upon receipt of a Notice of Borrowing, US Agent will promptly notify
each US Lender of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing. 

(iii) Unless US Agent is otherwise directed in writing by the US Borrower, the proceeds of each requested Borrowing after
the Closing Date will be made available to the US Borrower by US Agent by wire transfer of such amount to the US Borrower pursuant to the wire transfer instructions specified on the signature page hereto, as such wire instructions may be updated
from time to time by written notice from such Borrower to such Agent and acknowledged by such Agent. 
 (b) (i) Each Borrowing
of a Canadian Revolving Loan shall be made upon the Canadian Borrower’s irrevocable (subject to Section 10.5) written notice delivered to Canadian Agent substantially in the form of a Notice of Borrowing or in a writing in any other form
reasonably acceptable to Canadian Agent, which notice must be received by Canadian Agent prior to 1:00 p.m. (Chicago time) (1) on the date which is one (1) Business Day prior to the requested Borrowing date of each Canadian Prime Rate
Loan, and (2) on the date which is three (3) Business Days prior to the requested Borrowing date in the case of each BA Rate Loan. Such Notice of Borrowing shall specify: 

(v) the amount of the Borrowing (which shall be in an aggregate minimum principal amount of $100,000 or CDN $100,000, as
applicable); 
 (x) the requested Borrowing date, which shall be a Business Day; 

(x) whether the Borrowing is to be comprised of BA Rate Loans or Canadian Prime Rate Loans, in the case of CDN $
Denominated Canadian Loans or LIBOR Rate Loans or Base Rate Loans, in the case of Dollar Denominated Canadian Loans; 

(y) whether the Borrowing is to be denominated in Dollars or Canadian Dollars; and 

(z) if the Borrowing is to be (A) BA Rate Loans, the BA Period applicable to such Loans or (B) LIBOR Rate Loans,
the Interest Period applicable to such Loans. 
 (ii) Upon receipt of a Notice of Borrowing, Canadian Agent will
promptly notify each Canadian Lender of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing. 

(iii) Unless Canadian Agent is otherwise directed in writing by the Canadian Borrower, the proceeds of each requested
Borrowing after the Closing Date will be made available to the Canadian Borrower by Canadian Agent by wire transfer of such amount to the Canadian Borrower pursuant to the wire transfer instructions specified on the signature page hereto, as such
wire instructions may be updated from time to time by written notice from such Borrower to such Agent and acknowledged by such Agent. 
  

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 1.6 Conversion and Continuation Elections. 

(a)(i) The US Borrower shall have the option to (w) request that any US Revolving Loan be made as a LIBOR Rate Loan,
(x) convert at any time all or any part of outstanding US Revolving Loans (other than US Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (y) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 if such
conversion is made prior to the expiration of the Interest Period applicable thereto, or (z) continue all or any portion of any US Revolving Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of
Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the US Borrower by 1:00 p.m. (Chicago time) on the 3rd
Business Day prior to (1) the date of any proposed US Revolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the US
Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the US Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 1:00 p.m. (Chicago time) on the 3rd Business
Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The US Borrower must make such election by notice to US Agent in writing, including by
Electronic Transmission (or by telephone, to be confirmed in writing or Electronic Transmission on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of
Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to the Appropriate Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan with an Interest
Period longer than one month, if a Specified Event of Default has occurred and is continuing and Required US Lenders have provided notice to the US Borrower (directly or by or through the US Agent) indicating that the Required US Lenders have
determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. 
 (ii) Upon receipt of a
Notice of Conversion/Continuation, US Agent will promptly notify each US Lender thereof. In addition, US Agent will, with reasonable promptness, notify the US Borrower and the US Lenders of each determination of LIBOR; provided that any
failure to do so shall not relieve the US Borrower of any liability hereunder or provide the basis for any claim against US Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of
the US Revolving Loans held by each US Lender with respect to which the notice was given. 
 (iii)
Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect at any one
time. 
 (b)(i) The Canadian Borrower shall have the option to (w) request that any CDN $ Denominated Canadian Loan be made
as a BA Rate Loan and any Dollar Denominated Canadian Loan be made as a LIBOR Rate Loan, (x) convert at any time all or any part of outstanding CDN $ Denominated Canadian Loans (other than Canadian Swing Loans) from Canadian Prime Rate Loans to
BA Rate Loans and any Dollar Denominated Canadian Loans 
  

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(other than Canadian Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (y) convert any BA Rate Loan to a Canadian Prime Rate Loan and any LIBOR Rate Loan to a Base Rate Loan, subject to
Section 10.4 if such conversion is made prior to the expiration of the BA Period or Interest Period applicable thereto, or (z) continue all or any portion of any CDN $ Denominated Canadian Loan as a BA Rate Loan upon the expiration
of the applicable BA Period and any Dollar Denominated Canadian Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed BA Period or Interest Period, as applicable, to be
made or continued as, or converted into, a BA Rate Loan or LIBOR Rate Loan, as applicable, must, in each instance, be in a minimum amount of CDN $1,000,000 for CDN $ Denominated Canadian Loans and $1,000,000 for Dollar Denominated Canadian Loans.
Any such election must be made by the Canadian Borrower by 1:00 p.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Canadian Revolving Loan which is to bear interest at BA Rate or LIBOR, (2) the end of each BA
Period or Interest Period with respect to any BA Rate Loans or LIBOR Rate Loans, as applicable, to be continued as such, or (3) the date on which the Canadian Borrower wishes to convert any Canadian Prime Rate Loans to a BA Rate Loan for an BA
Period designated by the Canadian Borrower in such election or any Base Rate Loans to a LIBOR Rate Loan for an Interest Period designated by the Canadian Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00
p.m. (Chicago time) on the 3rd Business Day prior to the end of the respective BA Period or Interest Period, as applicable, that BA Rate Loan or LIBOR Rate Loan shall be converted to a Canadian Prime Rate Loan or Base Rate Loan, as applicable, at
the end of its BA Period or Interest Period, as applicable. The Canadian Borrower must make such election by notice to Canadian Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must
be made pursuant to a Notice of Conversion/Continuation. No Loan shall be made, converted into or continued as a BA Rate Loan with an BA Period or a LIBOR Rate Loan with an Interest Period, in either case, longer than one month, if a Specified Event
of Default has occurred and is continuing and Required Canadian Lenders have provided notice to the Canadian Borrower (directly or by or through the Canadian Agent) indicating that the Required Canadian Lenders have determined not to make or
continue any Loan as a BA Rate Loan or a LIBOR Rate Loan, as applicable, as a result thereof. 
 (ii) Upon
receipt of a Notice of Conversion/Continuation, Canadian Agent will promptly notify each Canadian Lender thereof. In addition, Canadian Agent will, with reasonable promptness, notify the Canadian Borrower and the Canadian Lenders of each
determination of the BA Rate or LIBOR, as applicable; provided that any failure to do so shall not relieve the Canadian Borrower of any liability hereunder or provide the basis for any claim against Canadian Agent. All conversions and
continuations shall be made pro rata according to the respective outstanding principal amounts of the Canadian Revolving Loans held by each Canadian Lender with respect to which the notice was given. 

(iii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any
continuation or conversion of any Loans, there shall not be more than seven (7) different BA Periods or Interest Periods, in aggregate, in effect at any one time. 

1.7 Optional Prepayments. The Borrowers may prepay the Loans in whole or in part, in each instance, without penalty or premium
except as provided in Section 10.4; provided, all prepayments of Canadian Revolving Loans shall be in the currency in which the applicable Canadian Revolving Loan is denominated. 

 

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 1.8 Mandatory Prepayments of Loans and Commitment Reductions. 

(a) Reserved. 

(b) Revolving Loan. (i) The US Borrower shall repay to the US Lenders in full on the date specified in clause (a) of the
definition of “Revolving Termination Date” the aggregate principal amount of the US Revolving Loans and US Swing Loans outstanding on the Revolving Termination Date. 

(ii) The Canadian Borrower shall repay to the Canadian Lenders in full on the date specified in clause (a) of the
definition of “Revolving Termination Date” the aggregate principal amount of the Canadian Revolving Loans and Canadian Swing Loans outstanding on the Revolving Termination Date. 

(c) Asset Dispositions. Subject to subsection 1.8(e), if a Credit Party or any Subsidiary of a Credit Party shall at any time or
from time to time: 
 (i) make or agree to make a Disposition; or 

(ii) suffer an Event of Loss; 

and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss
and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds the US Dollar Equivalent of $2,000,000, then (A) Holdings shall promptly notify the Agents of such proposed Disposition or Event of Loss (including the
amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss,
such Credit Party shall deliver, or cause to be delivered, such excess Net Proceeds to the Appropriate Agent for distribution to the applicable Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection
1.8(e) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing but subject to the last sentence of this subsection, such prepayment shall not be required to the extent a Credit Party or such Subsidiary
reinvests the Net Proceeds of such Disposition or Event of Loss to reinvest in productive or replacement assets (other than Inventory, except to the extent of Inventory damaged or destroyed in an Event of Loss) of a kind then used or usable in the
business of such Credit Party or such Subsidiary, within two hundred seventy (270) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and
subsequently makes such reinvestment; provided that Holdings notifies the Appropriate Agent of such Credit Party’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received
and when such reinvestment occurs, respectively. Notwithstanding anything in this Agreement to the contrary, if as a result of any sale, assignment, disposition or other transfer by any Credit Party of any Property or if as a result of an Event of
Loss, the outstanding principal balance of US 
  

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Revolving Loans exceeds the Maximum US Revolving Loan Balance and/or the US Dollar Equivalent of the outstanding principal balance of Canadian Revolving Loans exceeds the Maximum Canadian
Revolving Loan Balance, Borrowers shall immediately pay or cause to be paid outstanding Loans in an amount sufficient to eliminate such excess. 

(d) Issuance of Securities. Promptly upon the receipt by any Credit Party or any Subsidiary of any Credit Party of the Net
Issuance Proceeds of the issuance of Stock or Stock Equivalents (including any capital contribution) or incurrence of Indebtedness or issuance of debt securities (other than Net Issuance Proceeds from the issuance of (i) debt securities in
respect of Indebtedness permitted hereunder, and (ii) Excluded Equity Issuances), Holdings shall deliver, or cause to be delivered, to the Appropriate Agent an amount equal to such Net Issuance Proceeds, for application to the Loans in
accordance with subsection 1.8(e). 
 (e) Application of Prepayments. (i) Provided no Event of Default has occurred
and is continuing and, subject to the provisions of the last sentence of subsection 1.8(c), no prepayments shall be required to be made pursuant to subsections 1.8(c) or (d) if the Leverage Ratio as of the last day of the most recent Fiscal
Quarter for which financial statements and a Compliance Certificate have been delivered, is less than 3.50 to 1.00. 

(ii) Subject to subsection 1.10(c), any prepayments pursuant to subsection 1.8(c) or 1.8(d) by a US Credit Party or a
Subsidiary of a US Credit Party (other than Canadian Borrower or any Subsidiary thereof) shall be applied first to prepay outstanding US Swing Loans, second to prepay outstanding US Revolving Loans, third to prepay outstanding
Canadian Swing Loans and fourth to prepay outstanding Canadian Revolving Loans. Any prepayments pursuant to subsection 1.8(c) or 1.8(d) by a Canadian Credit Party (other than Holdings, US Borrower or any Subsidiary of US Borrower) shall be
applied first to prepay outstanding Canadian Swing Loans and second to prepay outstanding Canadian Revolving Loans. 

(iii) Amounts prepaid shall be applied first to any Base Rate Loans or Canadian Prime Rate Loans, as applicable, then
outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods or BA Loans with the shortest BA Periods remaining, as applicable. Together with each prepayment under this Section 1.8, the Applicable Borrower shall pay
any amounts required pursuant to Section 10.4 hereof. Prepayments of Canadian Revolving Loans shall be made in the currency in which the applicable Canadian Revolving Loan is denominated. 

(f) No Implied Consent. Provisions contained in this Section 1.8 for the application of proceeds of certain transactions
shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Loan Documents. 
  

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 1.9 Fees. 

(a) Fees. The US Borrower shall pay to US Agent, for US Agent’s own account, fees in the amounts and at the times set forth
in a letter agreement between the US Borrower and US Agent dated of even date herewith (as amended from time to time, the “Fee Letter”). 

(b) Unused Commitment Fee. The US Borrower shall pay to US Agent a fee (the “Unused Commitment Fee”) for the account of
each Lender in an amount equal to 
 (x) the average daily balance of the US Revolving Loan Commitment of such US
Lender during the preceding calendar month, less 
 (y) the sum of (1) the average daily balance of all
outstanding US Revolving Loans held by such US Lender, plus without duplication, (2) the average daily amount of US Letter of Credit Obligations held by such US Lender, plus (3) in the case of the US Swing Line Lender, the average daily
balance of all outstanding US Swing Loans held by such US Swing Line Lender, plus (iv) the US Dollar Equivalent of the average daily balance of outstanding Canadian Revolving Loans, Canadian Letter of Credit Obligations held by such Lender and
its Affiliates and Approved Funds and, in the case of Canadian Swing Line Lender, Canadian Swing Loans, in each case, during the preceding calendar month; provided, in no event shall the amount computed pursuant to clauses (x) and (y) with
respect to the a Swing Line Lender be less than zero, 
 (z) multiplied by three quarters of one percent (0.75%)
per annum. 
 The total fee paid by the US Borrower will be equal to the sum of all of the fees due to the Lenders, subject to subsection
1.11(e)(vi). Such fee shall be payable monthly in arrears on the first day of the calendar month following the date hereof and the first day of each calendar month thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue
at all times from and after the execution and delivery of this Agreement. 
 (c) Letter of Credit Fees. (i) The US
Borrower agrees to pay to US Agent for the ratable benefit of the US Lenders, as compensation to such Lenders for US Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to US Agent or
US Lenders hereunder or fees otherwise paid by the US Borrower, all reasonable costs and expenses incurred by US Agent or any US Lender on account of such US Letter of Credit Obligations, and (ii) for each calendar month during which any US
Letter of Credit Obligation shall remain outstanding, a fee (the “US Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all US Letters of Credit issued, guaranteed or supported by risk
participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to US Revolving Loans which are LIBOR Rate Loans; provided, however, at Required US Lenders’ option, while a Specified Event of Default exists
(or automatically while an Event of Default under subsection 7.1(f) or 7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to US Agent for the benefit of the US Lenders in arrears, on the first
day of each calendar month and on the date on which all US L/C Reimbursement Obligations have been discharged. In addition, the US 

 

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Borrower shall pay to US Agent, any US L/C Issuer or any prospective US L/C Issuer, as appropriate, on demand, such US L/C Issuer’s or prospective US L/C Issuer’s customary fees at then
prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such US L/C Issuer or prospective US L/C Issuer in respect of the application for, and the issuance, negotiation,
acceptance, amendment, transfer and payment of, each US Letter of Credit or otherwise payable pursuant to the application and related documentation under which such US Letter of Credit is issued. 

(ii) The Canadian Borrower agrees to pay to Canadian Agent for the ratable benefit of the Canadian Lenders, as
compensation to such Lenders for Canadian Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Canadian Agent or Canadian Lenders hereunder or fees otherwise paid by the Canadian
Borrower, all reasonable costs and expenses incurred by Canadian Agent or any Canadian Lender on account of such Canadian Letter of Credit Obligations, and (ii) for each calendar month during which any Canadian Letter of Credit Obligation shall
remain outstanding, a fee (the “Canadian Letter of Credit Fee” and, together with the US Letter of Credit the “Letter of Credit Fee”), denominated in Canadian Dollars, in an amount equal to the product of the US Dollar Equivalent
of the average daily undrawn face amount of all Canadian Letters of Credit issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Canadian Revolving Loans which
are BA Rate Loans; provided, however, at Required Canadian Lenders’ option, while a Specified Event of Default exists (or automatically while an Event of Default under subsection 7.1(f) or 7.1(g) exists), such rate shall be increased by two
percent (2.00%) per annum. Such fee shall be paid, in Dollars, to Canadian Agent for the benefit of the Canadian Lenders in arrears, on the first day of each calendar month and on the date on which all Canadian L/C Reimbursement Obligations
have been discharged. In addition, the Canadian Borrower shall pay to Canadian Agent, any Canadian L/C Issuer or any prospective Canadian L/C Issuer, as appropriate, on demand, in the currency in which the applicable Canadian Letter of Credit has
been or is to be issued, such Canadian L/C Issuer’s or prospective Canadian L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses
of such Canadian L/C Issuer or prospective Canadian Issuer in respect of the application for, and the issuance, negotiation, acceptance, amendment, transfer and payment of, each Canadian Letter of Credit or otherwise payable pursuant to the
application and related documentation under which such Canadian Letter of Credit is issued. 
 1.10 Payments by the
Borrowers. 
 (a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest,
fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to the Appropriate Agent (for the ratable account of the
Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to 
  

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such Agent (or such other address as such the Appropriate Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made
in Dollars with respect to US Obligations and CDN $ or Dollars with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available
funds, no later than noon (Chicago time) on the date due. Any payment which is received by an Agent later than noon (Chicago time) may in such Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any
applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of the
Obligations of such Borrower and any proceeds of Collateral with respect thereto. US Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be a Base Rate Loan and which may be a US Swing Loan) to pay
(i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to
the US Borrower, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. Canadian Borrower hereby authorizes Canadian Agent and each Canadian Lender to make a Canadian Revolving
Loan (which shall be a Base Rate Loan and which may be a Canadian Swing Loan) to pay (i) interest, principal of Canadian Loans, Canadian L/C Reimbursement Obligations, and Canadian Letter of Credit Fees, in each instance, on the date due, or
(ii) after five (5) days’ prior written notice to the Canadian Borrower, other fees, costs or expenses payable by the Canadian Borrower or any of its Subsidiaries hereunder or under the other Loan Documents; provided, nothing in this
subsection 1.10(a) shall be deemed to limit or impair Borrowers’ rights to dispute any Credit Party’s obligation to pay fees, costs or expenses pursuant to and in accordance with this Agreement. 

(b) Subject to the provisions set forth in the definitions of “BA Period” and “Interest Period” herein, if any
payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the
case may be. 
 (c)(i) During the continuance of an Event of Default, US Agent may, and shall upon the direction of Required
Lenders apply any and all payments received by US Agent in respect of any Obligation in accordance with clauses first through ninth below. Notwithstanding any provision herein to the contrary, all amounts collected or received by US Agent after any
or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: 

first, to payment of costs and expenses, including Attorney Costs, of the Agents payable or reimbursable by the
Credit Parties under the Loan Documents; 
 second, to payment of Attorney Costs of Lenders payable or
reimbursable by the Borrowers under this Agreement; 
  

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 third, to payment of all accrued unpaid interest on the US
Obligations and fees owed to US Agent, US Lenders and US L/C Issuers in respect of the US Obligations; 

fourth, to payment of principal of the US Obligations including, without limitation, US L/C Reimbursement
Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of unmatured US L/C Reimbursement Obligations to the extent not then due and payable; 

fifth, to payment of any other amounts owing constituting US Obligations; 

sixth, to payment of all accrued unpaid interest on the Canadian Obligations and fees owed to Canadian Agent,
Canadian Lenders and Canadian L/C Issuers in respect of the Canadian Obligations; 
 seventh, to payment
of principal of the Canadian Obligations including, without limitation, Canadian L/C Reimbursement Obligations then due and payable, and cash collateralization of unmatured Canadian L/C Reimbursement Obligations to the extent not then due and
payable; 
 eighth, to payment of any other amounts owing constituting Canadian Obligations; and

 ninth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.

 In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted
prior to the application to the next succeeding category and (y) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third through
eighth above. 
 (ii) During the continuance of an Event of Default, Canadian Agent may, and shall upon the
direction of Required Lenders apply any and all payments received by Canadian Agent in respect of any Canadian Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all amounts
collected or received by Canadian Agent after any or all of the Canadian Obligations have been accelerated (so long as such acceleration has not been rescinded)(it being agreed that if the Canadian Agent receives any amounts from a US Credit Party
prior to the time all US Obligations are paid in full, Canadian Agent shall pay such amounts to US Agent for application in accordance with subsection 1.10(c)(i)), including proceeds of Collateral, shall be applied as follows: 

first, to payment of costs and expenses, including Attorney Costs, of the Canadian Agent payable or reimbursable by
the Credit Parties under the Loan Documents; 
 second, to payment of Attorney Costs of Canadian Lenders
payable or reimbursable by the Borrowers under this Agreement; 
  

 27 








 third, to payment of all accrued unpaid interest on the Canadian
Obligations and fees owed to Canadian Agent, Canadian Lenders and Canadian L/C Issuers in respect of the Canadian Obligations; 

fourth, to payment of principal of the Canadian Obligations including, without limitation, Canadian L/C
Reimbursement Obligations then due and payable, and cash collateralization of unmatured Canadian L/C Reimbursement Obligations to the extent not then due and payable; 

fifth, to payment of any other amounts constituting Canadian Obligations. 

sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. 

In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the
application to the next succeeding category and (y) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth
above. 
 1.11 Payments by the Lenders to Appropriate Agent; Settlement. 

(a) The Appropriate Agent may, on behalf of Lenders, disburse funds to the applicable Borrower for Loans requested. Each Lender shall
reimburse the Appropriate Agent on demand for all funds disbursed on its behalf by such Agent, in the currency in which such funds were disbursed, or if the Appropriate Agent so requests, each Lender will remit to the Appropriate Agent its
Commitment Percentage of any Loan before the Appropriate Agent disburses same to the applicable Borrower. If the Appropriate Agent elects to require that each Lender make funds available to the Appropriate Agent prior to disbursement by the
Appropriate Agent to the applicable Borrower, the Appropriate Agent shall advise each Lender by telephone or fax of the amount of such Lender’s Commitment Percentage of the Loan requested by the applicable Borrower, and the applicable currency
thereof, no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Lender shall pay the Appropriate Agent such Lender’s Commitment Percentage of such requested Loan, in same day funds, in the
applicable currency, by wire transfer to the Appropriate Agent’s account, as set forth on Appropriate Agent’s signature page hereto, no later than noon (Chicago time) on such scheduled Borrowing date. Nothing in this subsection 1.11(a) or
elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require an Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill
its Commitments hereunder or to prejudice any rights that the Appropriate Agent, any Lender or the applicable Borrower may have against any Lender as a result of any default by such Lender hereunder. 

(b) At least once each calendar week or more frequently the Appropriate Agent’s election (each, a “Settlement Date”),
Appropriate Agent shall advise each Lender by telephone or fax of the amount of such Lender’s Commitment Percentage of principal, interest, applicable currency and Fees paid for the benefit of Lenders with respect to each applicable

  

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Loan. Appropriate Agent shall pay to each Lender such Lender’s Commitment Percentage (except as otherwise provided in subsection 1.1(c) (vi) and subsection 1.11(e)(iv)) of principal,
interest and fees paid by the applicable Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender not later than 1:00 p.m. (Chicago time) on the
next Business Day following each Settlement Date. 
 (c) Availability of Lender’s Commitment Percentage. Appropriate
Agent may assume that each Lender will make its Commitment Percentage of each Revolving Loan available to Appropriate Agent on each Borrowing date. If such Commitment Percentage is not, in fact, paid to Appropriate Agent by such Lender when due,
Appropriate Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Commitment Percentage forthwith upon the Appropriate
Agent’s demand, Appropriate Agent shall promptly notify the applicable Borrower and the applicable Borrower shall immediately repay such amount to the Appropriate Agent in the currency in which such amount was disbursed. Nothing in this
subsection 1.11(c) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Appropriate Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or
to prejudice any rights that the applicable Borrower may have against any Lender as a result of any default by such Lender hereunder. Without limiting the provisions of subsection 1.11(b), to the extent that Appropriate Agent advances funds to the
applicable Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such advance is made, Appropriate Agent shall be entitled to retain for its account all interest accrued on such advance from the date such
advance was made until reimbursed by the applicable Lender. 
 (d) Return of Payments. 

(i) If an Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has
been or will be received by such Agent from the applicable Borrower and such related payment is not received by such Agent, then such Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction
of any kind. 
 (ii) If an Agent determines at any time that any amount received by such Agent under this
Agreement or any other Loan Document must be returned to any Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, such
Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Appropriate Agent on demand any portion of such amount that such Agent has distributed to such Lender, in the applicable currency,
together with interest at such rate, if any, as such Agent is required to pay to the applicable Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Appropriate Agent will be entitled to set-off against future
distributions to such Lender any such amounts (with interest) that are not repaid on demand. 
  

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 (e) Non-Funding Lenders. 

(i) Responsibility. The failure of any Non-Funding Lender to make any Loan, to fund any purchase of any
participation to be made or funded by it, or to make any payment required by it hereunder on the date specified therefor shall not relieve any other Lender of its obligations to make such loan, fund the purchase of any such participation, or make
any other payment required hereunder on such date, and none of the Agents or, other than as expressly set forth herein, any other Lender shall be responsible for the failure of any Non-Funding Lender to make a loan, fund the purchase of a
participation or make any other payment required hereunder. 
 (ii) Reallocation. If any Lender is a
Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that issued such Letter of Credit) and reimbursement obligations with respect to Swing Loans shall, at the
Appropriate Agent’s election at any time or upon any L/C Issuer’s or Swingline Lender’s, as applicable, written request delivered to Agents (whether before or after the occurrence of any Default or Event of Default), be reallocated to
and assumed by the US Lenders or Canadian Lenders, as applicable, that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the US Loans or Canadian Loans, as applicable, (calculated as if the
Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Lender’s Commitment Percentage had been increased proportionately), provided that no Lender shall be reallocated any such amounts or be required to fund any
amounts that would cause the sum of its applicable outstanding Loans, outstanding Letter of Credit Obligations, amounts of its participations in Swing Loans and its pro rata share of unparticipated amounts in Swing Loans to exceed its US Revolving
Loan Commitment or Canadian Revolving Loan Commitment, as applicable. 
 (iii) Voting Rights.
Notwithstanding anything set forth herein to the contrary, including Section 9.1, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its
Loans and Commitments, included in the determination of “Required Lenders”, “Required US Lenders”, “Required Canadian Lenders” or “Lenders directly affected” pursuant to Section 9.1) for any voting or
consent rights under or with respect to any Loan Document, provided that (A) the Commitment of a Non-Funding Lender may not be increased, extended or reinstated, (B) the principal of a Non-Funding Lender’s Loans may not be reduced or
forgiven, and (C) the interest rate applicable to Obligations owing to a Non-Funding Lender may not be reduced. Moreover, for the purposes of determining Required Lenders, Required US Lenders and Required Canadian Lenders, the Loans, Letter of
Credit Obligations, and Commitments held by Non-Funding Lenders shall be excluded from the total Loans and Commitments outstanding. 
  

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 (iv) Borrower Payments to a Non-Funding Lender. The Appropriate Agent
shall be entitled to hold, in a non-interest bearing account, all portions of any payments received by such Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral. The Appropriate Agent is hereby authorized to
use such cash collateral to pay in full the Aggregate Excess Funding Amount to the appropriate Secured Parties thereof, and then, to hold as cash collateral the amount of such Non-Funding Lender’s pro rata share, without giving effect to any
reallocation pursuant to subsection 1.11(e)(ii), of all funding obligations until the Obligations are paid in full in cash, all Letter of Credit Obligations have been discharged or cash collateralized and all Commitments have been terminated. Upon
any such unfunded obligations owing by a Non-Funding Lender becoming due and payable, the Appropriate Agent shall be authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender. With respect to such Non-Funding
Lender’s failure to fund Loans or purchase participations in Letters of Credit or Letter of Credit Obligations, any amounts applied by the Appropriate Agent to satisfy such funding shortfalls shall be deemed to constitute a Revolving Loan or
amount of the participation required to be funded and, if necessary to effectuate the foregoing, the other Lenders shall be deemed to have sold, and such Non-Funding Lender shall be deemed to have purchased, Revolving Loans or Letter of Credit
participation interests from the other Lenders until such time as the aggregate amount of the Revolving Loans and participations in Letters of Credit and Letter of Credit Obligations are held by the Lenders in accordance with their Commitment
Percentages. Any amounts owing by a Non-Funding Lender to an Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, as
applicable. In the event that an Agent is holding cash collateral of a Non-Funding Lender that cures pursuant to clause (v) below or ceases to be a Non-Funding Lender pursuant to definition of Non-Funding Lender, such Agent shall return the
unused portion of such cash collateral to such Lender. The “Aggregate Excess Funding Amount” of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by such Lender to the Appropriate Agent, L/C
Issuers, Swing Line Lender, and other Lenders under the Loan Documents, including such Lender’s pro rata share of all Revolving Loans, Letter of Credit Obligations, Swing Line Loans, plus, without duplication, (B) all amounts of such
Non-Funding Lender reallocated to other Lenders pursuant to subsection 1.11(e)(ii). 
 (v) Cure. A Lender
may cure its status as a Non-Funding Lender under clause (a) of the definition of Non-Funding Lender if such Lender fully pays to the Appropriate Agent, on behalf of the applicable Secured Parties, the Aggregate Excess Funding Amount, plus all
interest due thereon, in each case, in the applicable currency. Any such cure shall not relieve any Lender from liability for breaching its contractual obligations hereunder. 

(vi) Fees. A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding
Lender shall not earn and shall not be 
  

 31 








 
entitled to receive, and no Borrowers shall be required to pay, such Lender’s portion of the Unused Commitment Fee during the time such Lender is a Non-Funding Lender pursuant to clause
(a) thereof. In the event that any reallocation of Letter of Credit Obligations occurs pursuant to subsection 1.11(e)(ii), during the period of time that such reallocation remains in effect, the Letter of Credit Fee payable with respect to such
reallocated portion shall be payable to (A) all Lenders based on their pro rata share of such reallocation or (B) to the applicable L/C Issuer for any remaining portion not reallocated to any other Lenders. 

(f) Procedures. Each Agent is hereby authorized by each Credit Party and each other Secured Party to establish reasonable
procedures (and to amend such procedures from time to time) to facilitate administration and servicing of the Loans and other matters incidental thereto. Without limiting the generality of the foregoing, each Agent is hereby authorized to establish
reasonable procedures to make available or deliver, or to accept, notices, documents and similar items on, by posting to or submitting and/or completion, on E-Systems. 

ARTICLE II - 

CONDITIONS PRECEDENT 

2.1 Conditions of Initial Loans. The obligation of each Lender to make its initial Loans and of each L/C Issuer to Issue, or cause
to be Issued, the initial Letters of Credit hereunder is subject to satisfaction of the following conditions (unless otherwise waived by Lenders): 

(a) Loan Documents. US Agent shall have received on or before the Closing Date all of the agreements, documents, instruments and
other items set forth on the closing checklist attached hereto as Exhibit 2.1, each in form and substance reasonably satisfactory to Agents, Documentation Agent and Syndication Agent; 

(b) Availability. Not more than the US Dollar Equivalent of $5,000,000 in Revolving Loans shall be advanced on the Closing Date,
and after giving effect to the consummation of the Related Transactions, payment of all costs and expenses in connection therewith, funding of the initial Loans and issuance of the initial Letters of Credit, Aggregate Availability shall be not less
than US Dollar Equivalent of $10,000,000; provided, in no event shall proceeds from Canadian Loans be used to pay the fees, costs or expenses incurred in connection with the Related Transactions; 

(c) Related Transactions. The Related Transactions shall have closed in the manner contemplated by the Related Agreements. US
Agent shall have received evidence that (i) Thermon Group, Inc. shall have received not less than $127,000,000 in cash proceeds from the issuance of Stock and Stock Equivalents to Sponsor and other Persons, and (ii) Thermon Group, Inc.
shall have received gross proceeds of $210,000,000 pursuant to the Second Lien Indebtedness Documents; 
 (d) EBITDA and
Leverage. Holdings shall have delivered evidence demonstrating that: (i) EBITDA of the Borrowers for the twelve month period ended February 

 

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28, 2010 shall be not less than $46,000,000; and (ii) the ratio of (x) total Funded Indebtedness of the Credit Parties as of the Closing Date after giving effect to the consummation of
the Related Transactions, payment of all costs and expenses in connection therewith, funding of the initial Loans and issuance of the initial Letters of Credit but net of unrestricted cash of Holdings and its Subsidiaries in an amount not to exceed
$5,000,000, to (y) EBITDA of the Borrowers for the twelve (12) month period ending February 28, 2010 shall be not greater than 4.50 to 1.00. 

(e) Repayment of Prior Lender Obligations; Satisfaction of Outstanding L/Cs. (i) US Agent shall have received a fully
executed pay-off letter reasonably satisfactory to US Agent confirming that all obligations owing by any Credit Party to Prior Lenders will be repaid in full from the proceeds of the initial Loans and Second Lien Notes and all Liens upon any of the
Property of the Credit Parties or any of their Subsidiaries in favor of Prior Lenders shall be terminated by Prior Lenders immediately upon such payment; and (ii) all letters of credit issued or guaranteed by Prior Lenders shall have been cash
collateralized, or supported by a Letter of Credit issued pursuant hereto; 
 (f) Representations and Warranties. The
representations and warranties (i) of the Borrowers and the other Credit Parties contained in Sections 3.1(a), 3.1(b) (solely as it relates to the Loan Documents), 3.2 (solely as it relates to the Loan Documents), 3.3 (solely as it relates to
the Loan Documents), 3.4 (solely as it relates to the Loan Documents), 3.8, 3.11(b), 3.11(d), 3.13, 3.14, 3.17, 3.22, 3.27 and 3.28 of this Agreement and Section 4.2 of each Guaranty and Security Agreement shall be true and correct in all
material respects (without duplication of any materiality qualifier contained therein) and (iii) set forth in Articles III and IV of the Purchase Agreement as are material to the interests of the Lenders but only to the extent that Thermon
Group, Inc. (or its Affiliates) has the right (determined without regard to any notice required) to terminate its obligations under the Purchase Agreement as a result of the breach of such representations and warranties, shall be true and correct in
all respects; 
 (g) Material Adverse Change. Since March 31, 2009, there shall not have been any “Material
Adverse Effect” (as defined in the Purchase Agreement); and 
 (h) No Default. No Default or Event of Default has
occurred and is continuing or would arise after giving effect to any such Loan or Letter of Credit. 
 The funding by each Lender of its initial
Loans hereunder and the Issuance by each L/C Issuer of the initial Letters of Credit to be Issued hereunder shall evidence such Lender’s and/or such L/C Issuer’s satisfaction that the conditions set forth in this Section 2.1 have been
satisfied. 
 2.2 Conditions to All Borrowings. Except as otherwise expressly provided herein, no Lender or L/C Issuer
shall be obligated to fund any Loan or incur any Letter of Credit Obligation after the Closing Date, if, as of the date thereof: 

(a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any
material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties
were untrue or incorrect in any material respect (without 
  

 33 








 
duplication of any materiality qualifier contained therein) as of such earlier date), and (i) US Agent or Required US Lenders have determined not to make such US Revolving Loan or incur such
US Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) and have so notified the applicable
Borrower or (ii) Canadian Agent or Required Canadian Lenders have determined not to make such Canadian Revolving Loan or incur such Canadian Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or
incorrect in any material respect (without duplication of any materiality qualifier contained therein) and have so notified the applicable Borrower; 

(b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any
Loan (or the incurrence of any Letter of Credit Obligation), and (i) US Agent or Required US Lenders shall have determined not to make any US Revolving Loan or incur any US Letter of Credit Obligation as a result of that Default or Event of
Default and have so notified such Borrower or (ii) Canadian Agent or Required Canadian Lenders shall have determined not to make any Canadian Revolving Loan or incur any Canadian Letter of Credit Obligation as a result of that Default or Event
of Default and have so notified such Borrower; and 
 (c) after giving effect to any Loan (or the incurrence of any Letter of
Credit Obligations), the aggregate outstanding amount of the US Revolving Loans would exceed the Maximum US Revolving Loan Balance or the US Dollar Equivalent of the aggregate outstanding amount of Canadian Revolving Loans would exceed the Maximum
Canadian Revolving Loan Balance. 
 The request by a Borrower and acceptance by a Borrower of the proceeds of any Loan or the incurrence of any
Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by such Borrower that the conditions in this Section 2.2 have been satisfied (except, in the case of clauses (a) and
(b) above, where the Agent has received written notification from the applicable Borrower of such Borrower’s inability to satisfy such conditions and the Lenders have continued to fund Loans (or the applicable L/C Issuer has continued to
incur Letter of Credit Obligations) notwithstanding such failure to satisfy such conditions) and (ii) a reaffirmation by each Credit Party of the granting and continuance of the Appropriate Agent’s Liens, on behalf of itself and the
applicable Secured Parties, pursuant to the Collateral Documents. 
  

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 ARTICLE III - 

REPRESENTATIONS AND WARRANTIES 

The Credit Parties, jointly and severally, represent and warrant to Agent and each Lender that the following are, and after giving effect
to the Related Transactions will be, true, correct and complete: 
 3.1 Corporate Existence and Power. Each Credit Party
and each of their respective Subsidiaries: 
 (a) is a corporation, company, limited liability company or limited partnership,
as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable; 

(b) has the power and authority and all material governmental licenses, authorizations, Permits, consents and approvals to own its
assets, carry on its business and execute, deliver, and perform its obligations under, (i) the Loan Documents and (ii) the Related Agreements, in each case, to which it is a party; 

(c) is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good
standing (to the extent applicable with respect to the subject jurisdiction), under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license; and

 (d) is in compliance with all Requirements of Law; 

except, in each case referred to in clauses (b)(ii), (c) or (d), to the extent that the failure to do so would not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. 
 3.2 Corporate Authorization; No Contravention. The
execution, delivery and performance by each of the Credit Parties of this Agreement and by each Credit Party and each of their respective Subsidiaries of any other Loan Document and Related Agreement to which such Person is party, have been duly
authorized by all necessary action, and do not and will not: 
 (a) contravene the terms of any of that Person’s
Organization Documents; 
 (b) conflict with or result in any material breach or contravention of, or result in the creation of
any Lien (other than Permitted Liens) under, any document evidencing any material Contractual Obligation to which such Person is a party or any material order, injunction, writ or decree of any Governmental Authority to which such Person or its
Property is subject; or 
 (c) violate any material Requirement of Law in any material respect. 

3.3 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with,
any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement, any other Loan Document or Related Agreement except (a) for recordings
and filings in connection with the Liens granted to the Appropriate Agent under the Collateral Documents, (b) those obtained or made on or prior to the Closing Date or in the Ordinary Course of Business and (c) as may be required in
connection with the disposition of any portion of the Pledged Collateral (as defined in the Guaranty and Security Agreement) by laws affecting the offering and sale of securities (including, but not limited to, membership interests in a limited
liability company) generally and (d) in the case of any Related Agreement, those which, if not obtained or made, would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

 

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 3.4 Binding Effect. This Agreement and each other Loan Document and Related Agreement
to which any Credit Party is a party constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. 

3.5 Litigation. There are no actions, suits, proceedings, claims or disputes pending, or to the best knowledge of each Credit
Party, threatened or contemplated in writing, at law, in equity, in arbitration or before any Governmental Authority, against any Credit Party, any Subsidiary of any Credit Party or any of their respective Properties which: 

(a) purport to affect or pertain to this Agreement, any other Loan Document or Related Agreement, or any of the transactions contemplated
hereby or thereby; or 
 (b) would reasonably be expected to have or result in, a Material Adverse Effect. 

No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to
enjoin or restrain the execution, delivery or performance of this Agreement, any other Loan Document or any Related Agreement, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided. Except
as specifically disclosed on Schedule 3.5, as of the Closing Date, no Credit Party or any Subsidiary of any Credit Party is the subject of an audit or, to each Credit Party’s knowledge, any review or investigation by any Governmental
Authority (excluding the IRS and other taxing authorities) concerning the violation or possible violation of any Requirement of Law. 

3.6 No Default. No Default or Event of Default exists or would result from the incurring of any Obligations by any Credit Party or
the grant or perfection of the Appropriate Agent’s Liens on the Collateral or the consummation of the Related Transactions. 

3.7 ERISA and Related Canadian Compliance. (a) Schedule 3.7 sets forth, as of the Closing Date, a complete and correct list
of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all Benefit Plans subject to the qualification requirements of Section 401(a) of the Code. Each Benefit Plan, and each trust
thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies except for such failures to so qualify that would not reasonably be expected to have a Material Adverse Effect.
Except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are
no existing or pending (or to the knowledge of any Credit Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which
any Credit Party incurs or 
  

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otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which
obligations and liabilities (contingent or otherwise) remain outstanding. 
 (b) As of the Closing Date, Schedule 3.7
lists all Canadian Benefit Plans and Canadian Pension Plans maintained or contributed to by each Credit Party. The Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration. Each Credit Party
has complied with and performed all of its obligations in all material respects under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms thereof, any funding agreements and all applicable laws (including any
fiduciary, funding, investment and administration obligations). All employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan have been paid in a timely
fashion in accordance with the terms thereof, any funding agreement and all applicable laws. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as set forth on
Schedule 3.7, as of the Closing Date, there are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as set forth on Schedule 3.7, each of the Canadian Pension Plans is fully
funded on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles). 

3.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are intended to be and shall be used solely for the purposes
set forth in and permitted by Section 4.10, and are intended to be and shall be used in compliance with Section 5.8. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or
extending credit for the purpose of purchasing or carrying Margin Stock. Proceeds of the Loans shall not be used for the purpose of purchasing or carrying Margin Stock. 

3.9 Title to Properties. As of the Closing Date, the Real Estate listed in Schedule 3.9 constitutes all of the Real Estate
of each Credit Party and each of their respective Subsidiaries. Each of the Credit Parties and each of their respective Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Estate, and good
and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance, material to the ordinary conduct of their respective businesses or where the failure to so own or possess would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the Property of any Credit Party or any Subsidiary of any Credit Party is subject to any Liens other than Permitted Liens. As of the Closing Date,
Schedule 3.9 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. All material permits required to have been issued or appropriate to enable the Real Estate to be
lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. 

3.10 Taxes. All material federal, Canadian, provincial, territorial, state, local and other material tax returns, reports and
statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all taxes,
assessments and 
  

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other governmental charges and impositions reflected therein or otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof
except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. As of the Closing Date, except as set
forth on Schedule 3.10, no Tax Return is under audit or examination by any Governmental Authority and no notice of any audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority.

 3.11 Financial Condition. 

(a) Each of (i) the audited consolidated balance sheet of Holdings and its Subsidiaries dated March 31, 2009, and the related
audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of Holdings and its Subsidiaries dated
February 28, 2010 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the eleven fiscal months then ended: 

(x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except
as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and 

(y) present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries as of
the dates thereof and results of operations for the periods covered thereby. 
 (b) The pro forma unaudited consolidated balance
sheet of Holdings and its Subsidiaries dated February 28, 2010 delivered on the Closing Date was prepared by Holdings giving pro forma effect to the funding of the Loans and Related Transactions, was based on the unaudited consolidated and
consolidating balance sheets of Holdings and its Subsidiaries dated February 28, 2010, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. 

(c) Since March 31, 2009, there has been no Material Adverse Effect (it being agreed to and understood that the representation and
warranty set forth in this subsection 3.11(c) shall not be made on the Closing Date, but shall be made and remade by the Credit Parties in accordance with the terms of this Agreement at all times after the Closing Date. 

(d) All financial performance projections delivered to Agents, including the financial performance projections delivered on or prior to
the Closing Date, represent the Borrowers’ best good faith estimate of future financial performance and are based on assumptions believed by the Borrowers to be fair and reasonable in light of current market conditions, it being acknowledged
and agreed by Agents and Lenders that projections as to future events are inherently uncertain and are not to be viewed as facts and that the actual results during the period or periods covered by such projections may materially differ from the
projected results. 
  

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 3.12 Environmental Matters. The representations and warranties in this
Section 3.12 are the sole and exclusive representations and warranties in this Agreement concerning environmental matters, including, without limitation, matters arising under Environmental Laws and Environmental Permits. Except as set forth in
Schedule 3.12 and except where any failures to comply would not reasonably be expected to have or result in, either individually or in the aggregate, a Material Adverse Effect to the Credit Parties and their Subsidiaries, (a) the
operations of each Credit Party and each Subsidiary of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental
Law, (b) no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no Real Estate currently (or to the knowledge of any Credit Party previously) owned, leased, subleased,
operated or otherwise occupied by or for any such Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened in writing) order, action, investigation, suit, proceeding,
audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental
Liabilities has attached to any property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien
attaching to any such property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Estate, (e) all Real Estate currently (or to the knowledge
of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Credit Party and each Subsidiary of each Credit Party is free of contamination by any Hazardous Materials and (f) no Credit Party and no
Subsidiary of any Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of any Environmental Law or (ii) knows of any facts, circumstances or conditions reasonably
constituting notice of a violation of any Environmental Law, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§
9601 et seq.) or similar Environmental Laws. 
 3.13 Regulated Entities. None of any Credit Party, any Person controlling
any Credit Party, or any Subsidiary of any Credit Party, is (a) required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under the Federal Power
Act, the Interstate Commerce Act, any state public utilities code, or any other Federal, Canadian, state, provincial or territorial statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its Obligations
under the Loan Documents. 
 3.14 Solvency. Both before and after giving effect to (a) the Loans made and Letters of
Credit Issued on or prior to the date this representation and warranty is made or remade, (b) the disbursement of the proceeds of such Loans to or as directed by the applicable Borrower, (c) the consummation of the Related Transactions and
(d) the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties taken as a whole are Solvent. 
  

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 3.15 Labor Relations. There are no strikes, work stoppages, slowdowns or lockouts
existing, pending (or, to the knowledge of any Credit Party, threatened in writing) against or involving any Credit Party or any Subsidiary of any Credit Party, except for those that would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect. Except as set forth on Schedule 3.15, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any
employee of any Credit Party or any Subsidiary of any Credit Party, (b) to the knowledge of any Credit Party, no petition for certification or election of any such representative is existing or pending with respect to any employee of any Credit
Party or any Subsidiary of any Credit Party and (c) to the knowledge of any Credit Party, no such representative has sought certification or recognition with respect to any employee of any Credit Party or any Subsidiary of any Credit Party.

 3.16 Intellectual Property. Each Credit Party and each Subsidiary of each Credit Party owns, or is licensed to use,
all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license would not reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. To the knowledge of each Credit Party, (a) the conduct and operations of the businesses of each Credit Party and each Subsidiary of each Credit Party does not infringe, misappropriate, dilute, violate or otherwise
impair any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Credit Party or any Subsidiary of any Credit Party in, or relating to, any Intellectual Property, other than,
in each case with respect to clauses (a) and (b), as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

 3.17 Brokers’ Fees; Transaction Fees. Except as disclosed on Schedule 3.17 and except for fees payable to
Agents and Lenders, none of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated
hereby. 
 3.18 Insurance. Each of the Credit Parties and each of their respective Subsidiaries and their respective
Properties are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar Properties in localities where such Person operates. As of the Closing Date, a true and complete listing of such insurance, including issuers, coverages and deductibles, has been provided to US Agent. 

3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no
Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their
respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries of the Borrower, those in favor
of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were 
  


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issued in compliance with all applicable state, provincial and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than
Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or
other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents
of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents promptly following the completion of any
Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. 
 3.20
Jurisdiction of Organization; Chief Executive Office. Schedule 3.20 lists each Credit Party’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Credit Party’s chief
executive office or sole place of business, in each case as of the date hereof, and such Schedule 3.20 also lists all jurisdictions of organization and legal names of such Credit Party for the five years preceding the Closing Date.

 3.21 Deposit Accounts and Other Accounts. Schedule 3.21 lists all banks and other financial institutions at
which any Credit Party maintains deposit or other accounts as of the Closing Date, and such Schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose
of the account, and the complete account number therefor. 
 3.22 Bonding; Licenses. Except as set forth in Schedule
3.22, as of the Closing Date, no Credit Party is a party to or bound by any surety bond agreement, indemnification agreement therefor or bonding requirement with respect to products or services sold by it. 

3.23 Purchase Agreement. As of the Closing Date, the Borrowers have delivered to Agents a complete and correct copy of the
Purchase Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other material documents delivered pursuant thereto or in connection therewith). No Credit Party and, to the best of each Credit
Party’s knowledge, no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Purchase Agreement complies in all material respects with, and the Closing Date Acquisition has been consummated in
all material respects in accordance with, all applicable Requirements of Law. The Purchase Agreement is in full force and effect as of the Closing Date and has not been terminated, rescinded or withdrawn. To the best of each Credit Party’s
knowledge, the Seller’s representations or warranties in the Purchase Agreement are true and correct in all material respects. Each of the representations and warranties given by each applicable Credit Party in the Purchase Agreement is true
and correct in all material respects (without duplication of any materiality qualifier contained therein). 
 3.24 Status of
Holdings. Holdings has not engaged in any business activities and does not own any Property other than (i) ownership of the Stock and Stock Equivalents of the Borrowers and activities incidental thereto (ii) activities and contractual
rights incidental to maintenance of its corporate existence (including the incurrence of corporate overhead), (iii) the 
  


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hiring and employment of the management of the Borrower’s and activities reasonably related thereto, (iv) performance of its obligations under the Loan Documents and Related Agreements
to which it is a party, (v) finding potential Targets for Acquisitions, negotiating the acquisition thereof and being a party to the applicable acquisition agreement (and performing its obligations thereunder), and (vi) activities of
Holdings expressly permitted hereunder. 
 3.25 Second Lien Debt. As of the Closing Date, the Borrowers have delivered to
Agents a complete and correct copy of the Second Lien Indebtedness Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith).

 3.26 Full Disclosure. None of the representations or warranties made by any Credit Party or any of their Subsidiaries
in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the written statements contained in each exhibit, report, statement or certificate (other than any statement which constitutes projections,
forward looking statements, budgets, estimates or general market data) required to be furnished by or on behalf of any Credit Party or any of their Subsidiaries in connection with the Loan Documents (including the offering and disclosure materials,
if any, delivered by or on behalf of any Credit Party to an Agent or the Lenders prior to the Closing Date, and, in such case, as supplemented prior to the Closing Date, excluding the Purchase Agreement and information of a general or industry
specific nature), when taken as a whole as of the date furnished, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein taken as a whole, in light
of the circumstances under which they are made, not materially misleading as of the time when made or delivered, it being acknowledged and agreed by the Agents and Lenders that, to the extent included in any of the foregoing, projections, budgets,
forward looking statements or estimates as to future events are inherently uncertain and are not to be viewed as facts and that the actual results during the period or periods covered by such projections, budgets, forward looking statements or
estimates may materially differ from the projected results. 
 3.27 Foreign Assets Control Regulations and Anti-Money
Laundering. Each Credit Party and each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. and Canadian economic sanctions laws, Executive Orders and implementing regulations as promulgated by
the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), the United Nations Act (Canada) and all applicable
anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to any of the foregoing. No Credit Party and no Subsidiary or Affiliate of a Credit Party (i) is a Person designated by
the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the
target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning
voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance
under, this Agreement or any other Loan Document would be prohibited under U.S. law. 
  

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 3.28 Patriot Act. To the extent applicable, the Credit Parties, each of their
Subsidiaries and each of their Affiliates are in compliance with (a) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended) and any
other enabling legislation or executive order relating thereto, (b) the Patriot Act and (c) other US federal, state, Canadian, provincial and territorial laws relating to “know your customer” and anti-money laundering
rules and regulations. No part of the proceeds of any Loan will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else
acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977. 

ARTICLE IV - 

AFFIRMATIVE COVENANTS 

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation
(other than (i) contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted and (ii) Letter of Credit Obligations collateralized in the manner set forth in Section 7.4) shall remain unpaid or
unsatisfied, unless Required Lenders waive compliance in writing: 
 4.1 Financial Statements. Each Credit Party shall
maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that
monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments) (or the applicable foreign equivalent in the case of Foreign Subsidiaries). The Borrowers shall deliver to US Agent by
Electronic Transmission and in detail reasonably satisfactory to Agents and the Required Lenders: 
 (a) as soon as available,
but not later than one hundred twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending March 31, 2010, a copy of the audited consolidated balance sheets of Holdings and each of its Subsidiaries as at the
end of such Fiscal Year and the related consolidated and consolidating statements of income or operations and consolidated statements of shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form
the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other independent public accounting firm reasonably acceptable to Agent which report shall (i) contain an unqualified opinion, stating that
such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (ii) not include any explanatory
paragraph expressing substantial doubt as to going concern status; and 
  

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 (b) as soon as available, but not later than (i) seventy-five (75) days after
March 31, 2010, (ii) forty-five (45) days after the end of each March thereafter and (iii) thirty (30) days after the end of each other fiscal month of each year, (including the last fiscal month of each Fiscal Year)
thereafter, a copy of the unaudited consolidated and consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and consolidating statements of income and consolidated statements of shareholders’ equity
and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of Holdings as being complete and correct and fairly presenting, in
all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures. 

4.2 Certificates; Other Information. The Borrowers shall furnish to US Agent by Electronic Transmission: 

(a) together with each delivery of financial statements pursuant to subsections 4.1(a) and 4.1(b), (i) a management discussion and
analysis report, in reasonable detail, signed by the chief financial officer of Holdings, describing the operations and financial condition of the Credit Parties and their Subsidiaries for the fiscal month and the portion of the Fiscal Year then
ended (or for the Fiscal Year then ended in the case of annual financial statements), and (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding
figures from the most recent projections for the current Fiscal Year delivered pursuant to subsection 4.2(f) and discussing the reasons for any significant variations; provided, the management discussion and analysis report required to be delivered
pursuant to clause (i) above shall be provided in connection with the delivery of the financial statements pursuant to subsection 4.1(b) only for fiscal months corresponding to the end of a Fiscal Quarter; 

(b) concurrently with the delivery of the financial statements referred to in subsections 4.1(a) and 4.1(b) above, a fully and properly
completed Compliance Certificate in the form of Exhibit 4.2(b), certified on behalf of the Credit Parties by a Responsible Officer of Holdings (it being understood that, with respect to the Compliance Certificate delivered with the financial
statements referred to in subsection 4.1(b), Exhibits A and B to the Compliance Certificate need only be completed to the extent the Borrowers are required to evidence compliance with the financial covenants set forth in Article VI hereof);

 (c) promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such
Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority; 

(d) as soon as available and in any event within fifteen (15) days after the end of each calendar month, and at such other times as
either Agent may reasonably require, a Borrowing Base Certificate, certified on behalf of the applicable Borrower by a Responsible Officer of Borrowers and Holdings, setting forth the Borrowing Base of each Borrower as at the end of the
most-recently ended fiscal month or as at such other date as Agent may reasonably require; 
  

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 (e) within ninety (90) days after the Closing Date and thereafter upon the request of
an Agent if a Specified Event of Default shall have occurred and be continuing, the Borrowers will obtain and deliver to Agents and Lenders a report of an independent collateral auditor satisfactory to Agents with respect to the Accounts, Inventory,
Equipment and owned Real Estate of the Credit Parties; 
 (f) as soon as available and in any event no later than forty-five
(45) days after the beginning of each Fiscal Year of the Borrowers, projections of the Credit Parties (and their Subsidiaries’) consolidated and consolidating financial performance for such Fiscal Year on a month by month basis;

 (g) promptly upon receipt thereof, copies of any significant reports submitted by the certified public accountants in
connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of any Credit Party made by such accountants, including any final comment letters submitted by such accountants to
management of any Credit Party in connection with their services; 
 (h) from time to time, if an Agent determines in good faith
that obtaining appraisals is necessary in order for such Agent or any Lender to comply with applicable laws or regulations (including any appraisals required to comply with FIRREA), and at any time if a Specified Event of Default shall have occurred
and be continuing, either Agent may, or may require the Borrowers to, in either case at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to Agents stating the then current fair market
value of all or any portion of the personal property of any Credit Party or any Subsidiary of any Credit Party and the fair market value or such other value as determined by an Agent (for example, replacement cost for purposes of Flood Insurance) of
any Real Estate of any Credit Party or any Subsidiary of any Credit Party; 
 (i) to US Agent, at the time of delivery of each
of the monthly financial statements delivered pursuant to subsection 4.1(b): 
 (i) a reconciliation of
the most recent Borrowing Base Certificate, general ledger and month-end accounts receivable aging of each Borrower to such Borrower’s general ledger and monthly financial statements delivered pursuant to subsection 4.1(b), in each case,
accompanied by such supporting detail and documentation as shall be reasonably requested by US Agent in its reasonable discretion; 

(ii) a reconciliation of the perpetual inventory by location to each Borrower’s most recent Borrowing Base
Certificate, general ledger and monthly Financial Statements delivered pursuant to subsection 4.1(b), in each case, accompanied by such supporting detail and documentation as shall be reasonably requested by US Agent in its reasonable discretion;

 (iii) a reconciliation of the accounts payable aging to each Borrower’s general ledger and monthly
Financial Statements delivered pursuant to subsection 4.1(b), in each case, accompanied by such supporting detail and documentation as shall be reasonably requested by US Agent in its reasonable discretion; 

 

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 (iv) a reconciliation of the accounts receivable aging to each
Borrower’s general ledger and monthly Financial Statements delivered pursuant to subsection 4.1(b), in each case, accompanied by such supporting detail and documentation as shall be reasonably requested by US Agent in its reasonable discretion;

 (v) a reconciliation of the outstanding Loans as set forth in the monthly loan account statement provided by
the applicable Agent to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to subsection 4.1(b), in each case, accompanied by such supporting detail and documentation as shall be reasonably requested by US Agent
in its reasonable discretion; and 
 (j) promptly, such additional business, financial, corporate affairs,
perfection certificates and other information as either Agent may from time to time reasonably request. 
 4.3 Notices.
The Borrowers shall notify promptly US Agent of each of the following (and in no event later than three (3) Business Days after a Responsible Officer becoming aware thereof): 

(a) the occurrence or existence of any Default or Event of Default; 

(b) any breach or non-performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any
Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach,
non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof; 

(c) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any
Subsidiary of any Credit Party and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; 

(d) the commencement of, or any material development in, any litigation or proceeding against or directly involving any Credit Party or
any Subsidiary of any Credit Party (i) in which the amount of damages claimed is the US Dollar Equivalent of $2,000,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought and
which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any other Loan Document or any Related
Agreement; 
 (e) except which would not reasonably be expected to have or result in, either individually or in the aggregate,
Material Environmental Liabilities: (i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that
could reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a
violation of or Liability under any Environmental Law, (iii) the receipt by any Credit Party of notification that any property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part,
Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate; 
  

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 (f)(i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable
event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice, (ii) promptly, and in any event within ten (10) days, after any officer of any ERISA Affiliate knows or has reason to know that a
request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request
and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto, and (iii) promptly, and in any event within ten (10) days after any
officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any
notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto; 
 (g) any
Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agents and Lenders pursuant to this Agreement; 

(h) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit
Party; 
 (i) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or
other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; 

(j) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock
Equivalent (other than issuances by Holdings of Stock or Stock Equivalents not requiring a mandatory prepayment hereunder); and 

(k) the date upon which the Global Reorganization is reasonably anticipated to be effectuated; provided such notice shall be delivered to
US Agent not less than ten (10) Business Days prior to such anticipated date of effectiveness. 
 Each notice pursuant to this Section
shall be in electronic form accompanied by a statement by a Responsible Officer of the Borrowers, setting forth reasonable details of the occurrence referred to therein, and stating what action the Borrowers or other Person propose to take with
respect thereto and at what time. Each notice under subsection 4.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated. 

 

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 4.4 Preservation of Corporate Existence, Etc. Each Credit Party shall, and shall
cause each of its Subsidiaries to: 
 (a) preserve and maintain in full force and effect its organizational existence and good
standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable, except in connection with transactions permitted by Section 5.3; 

(b) preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in
the normal conduct of its business except in connection with transactions permitted by Section 5.3 and sales of assets permitted by Section 5.2 and except as would not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect; 
 (c) preserve or renew all of its registered trademarks, trade names and service marks,
the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and 

(d) conduct its business and affairs without infringement of or interference with any Intellectual Property of any other Person in any
respect and shall comply in all respects with the terms of its IP Licenses except in each instance as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

4.5 Maintenance of Property. Each Credit Party shall, and shall cause each of its Subsidiaries to (a) maintain, and preserve
all its tangible Property which is used or useful in its business in good working order and condition, ordinary wear and tear, casualty and condemnation (subject to the applicable Credit Party’s obligation to repair or restore the asset if it
has elected to do so pursuant to subsection 1.8(c)) excepted and (b) make all necessary repairs thereto and renewals and replacements thereof except, in the case of each of clauses (a) and (b), where the failure to do so would not
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 
 4.6 Insurance.

 (a) Each Credit Party shall, and shall cause each of its Subsidiaries to, (i) maintain or cause to be maintained in full
force and effect all policies of insurance of any kind with respect to the property and businesses of the Credit Parties and such Subsidiaries (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property
damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance or, with respect to Persons who are not US Credit Parties or their Domestic Subsidiaries, the substantive
equivalent thereof applicable to the relevant foreign jurisdiction) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrowers) of a nature and providing such coverage as is
sufficient and as is customarily carried by businesses of the size and character of the business of the Credit Parties as reasonably determined by the Borrowers and (ii) cause all such insurance relating to any property or business of any
Credit Party to name the Appropriate Agent as additional insured or loss payee, as appropriate. All policies of insurance on real and personal property of the Credit Parties will contain an endorsement, in form and substance reasonably acceptable to
US Agent, showing loss payable to Appropriate Agent (Form CP 1218 or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to US Agent, will provide that the insurance
companies will 
  

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give US Agent at least thirty (30) days’ prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of the Credit
Parties or any other Person shall affect the right of either Agent to recover under such policy or policies of insurance in case of loss or damage. Each Credit Party shall direct all present and future insurers under its “All Risk”
policies of property insurance to pay all proceeds payable thereunder directly to the Appropriate Agent. If any insurance proceeds are paid by check, draft or other instrument payable to any Credit Party and an Agent jointly, such Agent may endorse
such Credit Party’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash. Notwithstanding the requirement in subsection (i) above, Federal Flood Insurance shall not be required for (x) Real
Estate not located in a Special Flood Hazard Area, or (y) Real Estate located in a Special Flood Hazard Area in a community that does not participate in the National Flood Insurance Program. 

(b) Unless the Credit Parties provide Agents with evidence of the insurance coverage required by this Agreement, Agents may, upon one
(1) Business Day’s prior notice to the Borrowers, purchase insurance at the Credit Parties’ expense to protect Agents’ and Lenders’ interests, including interests in the Credit Parties’ and their Subsidiaries’
properties. This insurance may, but need not, protect the Credit Parties’ and their Subsidiaries’ interests. The coverage that Agents purchase may not pay any claim that any Credit Party or any Subsidiary of any Credit Party makes or any
claim that is made against such Credit Party or any Subsidiary in connection with said Property. The Borrowers may later cancel any insurance purchased by Agents, but only after providing Agents with evidence that there has been obtained insurance
as required by this Agreement (and, to the extent the Borrowers have complied with the provisions of this sentence and are entitled to cancel any such insurance obtained by Agent, Agent agrees, to the extent necessary, to promptly cancel such
insurance at the written direction of the Borrowers). If an Agent purchases insurance, the Credit Parties will be responsible for the actual costs of that insurance until the effective date of the cancellation or expiration of the insurance. The
costs of the insurance shall be added to the Obligations. The costs of the insurance may be more than the cost of insurance the Borrower may be able to obtain on its own. 

4.7 Payment of Obligations. Such Credit Party shall, and shall cause each of its Subsidiaries to, pay, discharge and perform as
the same shall become due and payable or required to be performed, all their respective obligations and liabilities, including: 

(a) all material tax liabilities, assessments and governmental charges or levies upon it or its Property, unless the same are being
contested in good faith by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person; 

(b) all material lawful claims which, if unpaid, would by law become a Lien (other than a Permitted Lien) upon its Property unless the
same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the imposition or enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person; 

(c) the performance of all obligations under any Contractual Obligation to such Credit Party or any of its Subsidiaries is bound, or to
which it or any of its Property is 
  

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subject, including the Related Agreements, except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

 (d) payments to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any
underfunded Benefit Plan. 
 4.8 Compliance with Laws. (a) Each Credit Party shall, and shall cause each of its
Subsidiaries to, comply with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. 
 (b) For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, each
Credit Party shall in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all applicable
laws (including any fiduciary, funding, investment and administration obligations), except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

(c) All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension
Plan or Canadian Benefit Plan shall be paid or remitted by each Credit Party in a timely fashion in accordance with the terms thereof, any funding agreements and all applicable laws. 

(d) Canadian Borrowers shall deliver to Canadian Agent (i) if requested by Canadian Agent, copies of each annual and other return,
report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority; (ii) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Credit Party may receive
from any applicable Governmental Authority with respect to any Canadian Pension Plan; (iii) notification within 30 days of any increases having a cost to one or more of the Credit Parties in excess of CDN $500,000 per annum in the aggregate, in
the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which any Credit Party was not
previously contributing; and (iv) on or prior to any filing by any Credit Party of any notice to terminate or partially terminate any Canadian Pension Plan, a copy of such notice and promptly, any in any event within 10 days, after any officer
of a Credit Party knows or has reason to know that a request for a funding waiver under any Canadian Pension Plan has been filed, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any
action that such Credit Party proposes to take with respect thereto, together with a copy of any notice filed with any Governmental Authority pertaining thereto. 

4.9 Inspection of Property and Books and Records. Each Credit Party shall maintain and shall cause each of its Subsidiaries to
maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP (or the applicable foreign 

 

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equivalent in the case of Foreign Subsidiaries) consistently applied shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party
shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in
which event no notice shall be required and each Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to each Agent and any of its Related Persons, as frequently as such Agent
determines to be appropriate; and (b) permit each Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s
books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that such Agent considers advisable, in each instance, at the Credit Parties’ expense;
provided the Credit Parties shall only be obligated to reimburse Agents for the expenses of one such field examination, audit and inspection per calendar year per Agent or more frequently if an Event of Default has occurred and is continuing. Any
Lender may accompany an Agent or its Related Persons in connection with any inspection at such Lender’s expense. Each Credit Party which keeps records relating to Collateral in the Province of Quebec shall at all times keep a duplicate copy
thereof at a location outside the Province of Quebec, as listed in Schedule 3.21. 
 4.10 Use of Proceeds. The
Borrowers shall use the proceeds of the Loans solely as follows: (a) to refinance on the Closing Date, Prior Indebtedness, (b) to pay costs and expenses of the Related Transactions and costs and expenses required to be paid pursuant to
Section 2.1; provided, in no event shall proceeds from Canadian Loans be used to pay the costs or expenses incurred in connection with the Related Transactions, and (c) for working capital, capital expenditures and other general corporate
purposes not in contravention of any Requirement of Law and not in violation of this Agreement. 
 4.11 Cash Management
Systems. Each Credit Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by
such Person (other than (i) any payroll account so long as amounts on deposit therein do not exceed the reasonably estimated payroll obligations of such Person and such amounts are deposited therein immediately prior to any required payroll
date, (ii) any withholding tax, benefits, escrow, customs, trust or any other fiduciary account, (iii) zero balance deposit account provided the amount on deposit therein does not exceed the amount necessary to cover outstanding checks,
amounts necessary to maintain minimum deposit requirements and amounts necessary to pay the depositary institution’s fees and expenses, (iv) any deposit account maintained with a foreign bank (other than a foreign bank located in Canada)
and (v) any petty cash deposit accounts maintained at a financial institution for which a Control Agreement has not otherwise been obtained, so long as, with respect to this clause (v), the aggregate amount on deposit in each such petty cash
account does not exceed the US Dollar Equivalent of $250,000 at any one time and the aggregate amount on deposit in all such petty cash accounts does not exceed the US Dollar Equivalent of $700,000 at any one time) as of or after the Closing Date.

 4.12 Landlord Agreements. Each Credit Party shall use commercially reasonable efforts to obtain a landlord agreement
or bailee waivers, as applicable, from the lessor 
  

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of (i) leased property functioning as the corporate headquarters of the Credit Parties or otherwise containing a Credit Party’s material books and records and (ii) each leased
property containing, and each bailee in possession of, Collateral with a fair market value in excess of the US Dollar Equivalent of $500,000 for any one (1) such location, which agreement shall be reasonably satisfactory in form and substance
to US Agent. 
 4.13 Further Assurances. 

(a) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Agent or the Lenders (excluding the
Purchase Agreement and information of a general or industry specific nature) do not and will not contain any untrue statement of a material fact (provided, to the extent any such information, exhibits or reports contain projections, budgets, forward
looking statements or estimates Agents and the Lenders acknowledge and agree that projections, budgets, forward looking statements or estimates as to future events are inherently uncertain and are not to be viewed as facts and that the actual
results during the period or periods covered by such projections, budgets, forward looking statements or estimates may materially differ from the projected results) do not and will not contain any untrue statement of a material fact and do not and
will not omit to state any material fact or any fact necessary to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances in which made, and will promptly disclose to Agents and the Lenders
and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof. 

(b) Promptly upon written request by the Appropriate Agent, the Credit Parties shall (and, subject to the limitations hereinafter set
forth, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as the Appropriate Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this
Agreement or any other Loan Document, (ii) to subject to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral Documents, (iii) to perfect and maintain the
validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Secured Parties the rights
granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document. To the extent a 956 Impact exists with respect to a Foreign Subsidiary, (1) such Foreign Subsidiary shall not be required to guaranty the US
Obligations and (2) Stock and Stock Equivalents of such Foreign Subsidiary in excess of sixty-five percent (65%) of the outstanding voting Stock and Stock Equivalents thereof shall not be required to be pledged to secure the US
Obligations; provided, however, notwithstanding the foregoing or anything to the contrary set forth in any Loan Document, in no event shall (i) a Foreign Subsidiary that is not (y) a First Tier Foreign Subsidiary of a domestic US Credit
Party (i.e., a US Credit Party that is incorporated, organized or otherwise formed under the laws of the United States, any state thereof or the District of Columbia) or (z) a Canadian Subsidiary be required to guaranty the Obligations or
(ii) the Stock or Stock Equivalents of a Foreign Subsidiary that is not a First Tier Foreign Subsidiary or a Canadian Subsidiary be pledged as security for the Obligations (provided, further, First Tier Foreign Subsidiaries of Credit Parties
that are not US Credit Parties shall not be pledged as security for the US Obligations). 
  

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 (c) Without limiting the generality of the foregoing and except as otherwise approved in
writing by Required Lenders, the US Credit Parties shall cause each of their Domestic Subsidiaries and, to the extent no 956 Impact exists, Canadian Subsidiaries and Domestic Subsidiaries owned indirectly through a Canadian Subsidiary to guaranty
the Obligations and to cause each such Subsidiary to grant to US Agent, for the benefit of the Secured Parties, a security interest in, subject to the limitations hereinafter set forth, all of such Subsidiary’s Property to secure such guaranty.
Furthermore and except as otherwise approved in writing by Required Lenders, each US Credit Party shall, and shall cause (x) each of its Domestic Subsidiaries to, pledge all of the Stock and Stock Equivalents of each of its Domestic
Subsidiaries and First Tier Foreign Subsidiaries which are Canadian Subsidiaries (provided that with respect to any such First Tier Foreign Subsidiary, if a 956 Impact exists such pledge shall be limited to sixty-five percent (65%) of such
Canadian Subsidiary’s outstanding voting Stock and Stock Equivalents and one hundred percent (100%) of such Canadian Subsidiary’s outstanding non-voting Stock and Stock Equivalents) and (y) to the extent no 956 Impact exists,
each of its Canadian Subsidiaries to, pledge all of the Stock and Stock Equivalent of each of its Subsidiaries, in each instance, to US Agent, for the benefit of the Secured Parties, to secure the Obligations. In connection with each pledge of Stock
and Stock Equivalents, the Credit Parties shall deliver, or cause to be delivered, to US Agent, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed in blank. In the event any US Credit Party or any Domestic
Subsidiary or, to the extent no 956 Impact exists, any Canadian Subsidiary or any Domestic Subsidiary owned indirectly through a Canadian Subsidiary, of any Credit Party acquires any Real Estate with a fair market value or purchase price in excess
of $1,000,000, simultaneously with such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to US Agent, (v) an appraisal complying with FIRREA, (w) within forty-five (45) days of receipt
of notice from US Agent that Real Estate is located in a Special Flood Hazard Area, Federal Flood Insurance as required by subsection 4.6(a), (x) a fully executed Mortgage, in form and substance reasonably satisfactory to US Agent together with
an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to US Agent, in form and substance and in an amount reasonably satisfactory to US Agent insuring that the Mortgage is a valid and enforceable first
priority Lien on the respective property, free and clear of all defects, encumbrances and Liens other than Permitted Liens, (y) then current A.L.T.A. surveys, certified to the US Agent by a licensed surveyor sufficient to allow the issuer of
the lender’s title insurance policy to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to US Agent, in form and substance satisfactory to US Agent. A
“956 Impact” will be deemed to exist to the extent the issuance of a guaranty by, grant of a Lien by, or pledge of greater than two-thirds of the voting Stock and Stock Equivalents of, a Foreign Subsidiary, would result in material
incremental income tax liability as a result of the application of Section 956 of the Code, taking into account actual anticipated repatriation of funds, foreign tax credits and other relevant factors. In addition to the obligations set forth
in subsections 4.6(a) and 4.13(c)(w), within forty-five (45) days after written notice from Agents to the Credit Parties that any Real Estate is located in a Special Flood Hazard Area, the Credit Parties shall satisfy the Federal Flood
Insurance requirements of subsection 4.6(a). 
 (d) Without limiting the generality of the foregoing and except as otherwise
approved in writing by Required Lenders, the Credit Parties shall cause each of their Canadian Subsidiaries to guaranty the Canadian Obligations and to cause each such Subsidiary to grant to 

 

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Canadian Agent, for the benefit of the Canadian Secured Parties, a security interest in, subject to the limitations hereinafter set forth, all of such Subsidiary’s Property to secure such
guaranty. Furthermore and except as otherwise approved in writing by Required Lenders, each Canadian Credit Party shall, and shall cause each of its Canadian Subsidiaries to, pledge all of the Stock and Stock Equivalent of each of its Subsidiaries,
in each instance, to Canadian Agent, for the benefit of the Canadian Secured Parties, to secure the Canadian Obligations. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, or cause to be delivered, to
Canadian Agent, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed in blank. In the event any Canadian Credit Party or any Canadian Subsidiary acquires any Real Estate with a fair market value or purchase price in
excess of the US Dollar Equivalent of $1,000,000, simultaneously with such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to Canadian Agent, (v) an appraisal complying with applicable law,
(w) a fully executed Mortgage, in form and substance reasonably satisfactory to Canadian Agent together with an A.L.T.A. (or equivalent) lender’s title insurance policy issued by a title insurer reasonably satisfactory to Canadian Agent,
in form and substance and in an amount reasonably satisfactory to Canadian Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear of all defects, encumbrances and Liens other than
Permitted Liens, (x) then current A.L.T.A. (or equivalent) surveys, certified to the Canadian Agent by a licensed surveyor sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey
exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to Canadian Agent, in form and substance satisfactory to Canadian Agent. 

4.14 Environmental Matters. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with, and maintain its
Real Estate, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance) or that is required by orders
and directives of any Governmental Authority except where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Environmental Liability. Without limiting the foregoing, if an Event of
Default is continuing or if an Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Credit Party or any Subsidiary of any Credit Party or that there exist any Environmental Liabilities, except
where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Environmental Liability, then each Credit Party shall, promptly upon receipt of request from such Agent, cause the performance
of, and allow such Agent and its Related Persons access to such Real Estate for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports,
in each case as such Agent may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by an Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting
firms reasonably acceptable to such Agent and shall be in form and substance reasonably acceptable to such Agent. 
 4.15
Post-Closing Obligations. Notwithstanding the conditions precedent set forth in Article II above, the Borrowers have informed Agents and the Lenders that certain of such items required to be delivered to US Agent or otherwise satisfied as
conditions precedent to the effectiveness of this Agreement will not be delivered to US Agent as of the date hereof. 

 

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Therefore, with respect to the items set forth on Schedule 4.15 (collectively, the “Outstanding Items”), and notwithstanding anything to the contrary contained herein or in any other
Loan Document, the Borrowers shall deliver or otherwise satisfy each Outstanding Item to US Agent in the form, manner and time set forth thereon for such Outstanding Item or within such other time as US Agent may reasonably agree; provided, each
Borrower and each other Credit Party hereby expressly consent, acknowledge and agree, irrespective of the Borrowers’ satisfaction or completion of any or all of the conditions to funding any Loan or issuing any Letter of Credit set forth in
Section 2.2 hereof, neither Agent nor any Lender shall have any obligation to make or fund any Loans or issue any Letters of Credit hereunder until such time as the Credit Parties have complied in full with the requirements regarding, and
otherwise delivered, the Outstanding Items set forth in part 2 of Schedule 4.15. 
 ARTICLE V - 

NEGATIVE COVENANTS 

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation
(other than (i) contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted and (ii) Letter of Credit Obligations collateralized in the manner set forth in Section 7.4) shall remain unpaid or
unsatisfied, unless the Required Lenders waive compliance in writing: 
 5.1 Limitation on Liens. No Credit Party shall,
and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other
than the following (“Permitted Liens”): 
 (a) any Lien existing on the Property of a Credit Party or a Subsidiary of
a Credit Party on the Closing Date and set forth in Schedule 5.1 securing Indebtedness outstanding on such date and permitted by subsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing
Indebtedness permitted by subsection 5.5(c); 
 (b) any Lien created under any Loan Document; 

(c) Liens for taxes, fees, assessments or other governmental charges (i) which are not past due or remain payable without penalty,
or (ii) the non-payment of which is permitted by Section 4.7; 
 (d) carriers’, warehousemen’s,
suppliers’, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than ninety (90) days or remain payable without penalty
or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance
with GAAP are being maintained; 
 (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits or bonds
required in the Ordinary Course of Business in connection with workers’ 
  

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compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory, regulatory, contractual or warranty obligations, surety bonds, stay,
customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance
carriers; 
 (f) Liens consisting of judgment or judicial attachment liens (other than for payment of taxes, assessments or
other governmental charges), the existence of which do not constitute an Event of Default provided that the enforcement of such Liens is effectively stayed; 

(g) easements, rights-of-way, reservations, conditions, title exceptions, zoning and other restrictions, building codes, land use laws,
minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business or imposed by law which, either individually or in the aggregate, do not in any case materially detract from the value of the
Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Credit Party or any Subsidiary of any Credit Party; 

(h) Liens on any Property acquired or held by any Credit Party or any Subsidiary of any Credit Party securing Indebtedness incurred or
assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under subsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or
within ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed
100% of the cost (including any out-of-pocket expenses associated with the acquisition of such Property) of such Property; 

(i) Liens securing Capital Lease Obligations permitted under subsection 5.5(d); 

(j) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or
the other Loan Documents; 
 (k) Liens arising from precautionary uniform commercial code and PPSA financing statements filed
under any lease permitted by this Agreement; 
 (l) non-exclusive licenses and sublicenses granted by a Credit Party or any
Subsidiary of a Credit Party and leases and subleases (by a Credit Party or any Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the
Credit Parties or any of their Subsidiaries; 
 (m) Liens in favor of collecting banks arising under Section 4-210 of the
Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the Uniform Commercial Code; 

(n) Liens (i) in favor of a banking or other depositary institution arising as a matter of law encumbering deposits (including the
right of set-off) and which are within the general parameters customary to the banking industry, (ii) in favor of a financial institution 

 

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arising as a matter of law encumbering financial assets on deposit in securities accounts (including the right of set-off) and which are within the general parameters customary to the securities
industry and (iii) that are contractual rights of set-off relating to the establishment of depository and cash management relations with banks not given in connection with the issuance of Indebtedness for borrowed money and which are within the
general parameters customary to the banking industry; 
 (o) Liens arising out of conditional sale, title retention, consignment
or similar arrangements for the sale of goods entered into by a Borrower or any Subsidiary of a Borrower in the Ordinary Course of Business; 

(p) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection
with the importation of goods in the Ordinary Course of Business; 
 (q) Liens arising by operation of law or contract on
insurance policies and proceeds thereof to secure premiums payable thereunder; 
 (r) Subordinated Second Liens; 

(s) Liens attaching solely to cash earnest money deposits in connection with Investments permitted under Section 5.4; 

(t) Liens on Property, and only such Property, which is the subject of an unconsummated asset purchase agreement in connection with an
asset disposition permitted hereunder, which Liens secure the obligation of a Credit Party or any Subsidiary of a Credit Party under such agreement; 

(u) Liens arising under Section 2-507 of the UCC; 

(v) Liens consisting of prepayments and security deposits in connection with leases, subleases, licenses, sublicenses, use and occupancy
agreements, utility services and similar transactions entered into by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business and not required as a result of any breach of any agreement or default in payment of
any obligation; 
 (w) Liens granted by Foreign Subsidiaries (i) encumbering cash collateral provided by such Foreign
Subsidiaries to issuers of letters of credit as security for letters of credit permitted pursuant to subsection 5.5(p), (ii) encumbering cash collateral provided by Foreign Subsidiaries as security for their obligations under performance and
surety bonds permitted pursuant to subsection 5.5(r) and (iii) as security for Indebtedness permitted pursuant to subsection 5.5(q); 

(x) Liens encumbering the assets of a Target to the extent securing Indebtedness permitted pursuant to subsection 5.5(o)(ii), solely to
the extent such Liens encumber no assets other than the assets of the Target encumbered by such Liens immediately prior to the Acquisition of such Target; 
  

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 (y) to the extent not included above, Prior Claims that are unregistered and secure amounts
that are not yet due and payable; 
 (z) with respect to Canadian Borrower or any Canadian Subsidiary, reservations in any
original grants from the Crown of any land or interest therein, statutory exceptions to title, and reservations of mineral rights (including coal, oil and natural gas) in any grants from the Crown or from any other predecessor in title; and

 (aa) other Liens not described above securing obligations other than Indebtedness for borrowed money, provided the aggregate
outstanding amount of the obligations secured thereby does not exceed the US Dollar Equivalent of $5,000,000. 
 5.2
Disposition of Assets. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any Property (including the Stock of any Subsidiary of any Credit Party, whether in a public or private offering or otherwise, and accounts and notes receivable, with or without recourse), except: 

(a) dispositions of inventory, or used, worn-out uneconomical, obsolete, or surplus equipment, all in the Ordinary Course of Business;
provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; 
 (b) dispositions not otherwise
permitted hereunder which are made for fair market value and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any
disposition, no Specified Event of Default shall be continuing or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, and (iii) the aggregate fair market
value of all assets so sold by the Credit Parties and their Subsidiaries, together, shall not exceed in any Fiscal Year the US Dollar Equivalent of $3,000,000; 

(c) dispositions of Cash Equivalents; 

(d) transactions permitted under subsection 5.1(k); 

(e) sales or discounting, on a non-recourse basis and in the Ordinary Course of Business, past due Accounts in connection with the
collection or compromise thereof, provided the mandatory prepayment, if any, required pursuant to subsection 1.8(c) is made; 

(f) transactions permitted by Section 5.3, issuances of Stock and Stock Equivalents by Holdings pursuant to transactions permitted
by Section 5.6(d) and Investments permitted by Section 5.4; 
 (g) sales, transfers, leases and other dispositions by
(i) any US Credit Party to any other US Credit Party (other than Holdings), (ii) any US Credit Party to a Canadian Credit Party (other than a US Credit Party) of property and assets (other than the Stock and Stock Equivalents of any US
Credit Party or any Domestic Subsidiary thereof) with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, (iii)

 

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any Canadian Credit Party to a US Credit Party of property and assets with a fair market value not to exceed the US Dollar Equivalent of $2,000,000 during the term of this Agreement, and
(iv) by a Canadian Credit Party (other than a US Credit Party) to any other Canadian Credit Party (other than a US Credit Party), provided, in no event, shall any Borrower transfer all or substantially all of its assets to any other Person;

 (h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by
condemnation or similar proceeding of, any property or asset of any Credit Party provided the proceeds thereof are applied in accordance with subsection 1.8(c); 

(i) the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of a Credit Party, no
longer economically practicable or commercially desirable to maintain or useful in the conduct of the business of such Credit Party; 

(j) Liens permitted under Section 5.1 (to the extent constituting a transfer of Property); 

(k) terminations of leases, subleases, licenses, sublicenses or similar use and occupancy agreements by the applicable Credit Party or
Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfere in any material respect with the business of the Credit Parties or their Subsidiaries; 

(l) trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially
comparable (or better) equipment useful in the operation of the business of any Credit Party is obtained in exchange therefor; provided the mandatory prepayment if any, required pursuant to subsection 1.8(c) is made; 

(m) dispositions of non-core assets (“non-core assets” to be determined by Holdings in the exercise of its reasonable good
faith business judgment and to consist only of those assets designated as “non-core assets” pursuant to written notification by Holdings delivered to US Agent prior to the time the Permitted Acquisition pursuant to which such assets are
acquired is consummated) acquired in connection with any Permitted Acquisition, provided that all of the following conditions are satisfied (unless otherwise agreed to by US Agent in writing): (i) in the event an Event of Default shall have
occurred and be continuing at the time of such disposition or, to the extent the purchase price therefor was paid with proceeds of Loans, the sales price from such disposition shall be paid in cash, (ii) the mandatory prepayment in the amount
of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8 and (iii) the EBITDA generated by such non-core assets shall not have been included in the calculation of EBITDA (as defined in Exhibit 4.2(b)) in
respect of the applicable Permitted Acquisition; 
 (n) sales, assignments or other transfers by US Borrower or any Subsidiary
of US Borrower of the Stock and Stock Equivalents of Foreign Subsidiaries to Canadian Borrower or any Subsidiary thereof; and 

(o) transfers of Stock and Stock Equivalents pursuant to and in connection with the Global Reorganization. 

 

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 5.3 Consolidations and Mergers. No Credit Party shall, and no Credit Party shall
suffer or permit any of its Subsidiaries to, amalgamate, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to or in favor of any Person, except Permitted Acquisitions and except upon not less than five (5) Business Days prior written notice to Agents, (a) any Subsidiary (other than, upon and after the
consummation of the Global Reorganization, the Canadian Borrower) of the US Borrower may amalgamate or merge with, or dissolve or liquidate into, the US Borrower or a Wholly-Owned Subsidiary of the US Borrower, provided that such Borrower or such
Wholly-Owned Subsidiary shall be the continuing or surviving entity; provided further that if a Credit Party is party to any such merger, dissolution or liquidation, a Credit Party shall be the surviving or continuing entity and all actions
reasonably required by US Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of US Agent, shall have been completed, (b) any Subsidiary of the Canadian Borrower may
amalgamate or merge with, or dissolve or liquidate into, the Canadian Borrower or a Wholly-Owned Subsidiary of the Canadian Borrower, provided that such Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving entity; provided
further that if a Credit Party is party to any such amalgamation or merger, dissolution or liquidation, a Credit Party shall be the surviving or continuing entity and all actions reasonably required by Canadian Agent, including actions required to
maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Canadian Agent, shall have been completed, and (c) any Foreign Subsidiary (other than Canadian Borrower) may amalgamate or merge with or dissolve or
liquidate into another Foreign Subsidiary provided if a First Tier Foreign Subsidiary or Canadian Subsidiary is a constituent entity in such amalgamation, merger, dissolution or liquidation, such First Tier Foreign Subsidiary or Canadian Subsidiary
shall be the continuing or surviving entity. 
 5.4 Loans and Investments. No Credit Party shall and no Credit Party
shall suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment to purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, including the
establishment or creation of a Subsidiary, or (ii) make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without
limitation, by way of amalgamation, merger, consolidation or other combination or (iii) make or purchase or commit to make or purchase, any advance, loan, extension of credit or capital contribution to or any other investment in, any Person
including a Borrower, any Affiliate of a Borrower or any Subsidiary of a Borrower (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for: 

(a) Investments in cash and Cash Equivalents; 

(b) extensions of credit by (i) any US Credit Party (other than Holdings) to any other US Credit Party (other than Holdings) or by
any Canadian Credit Party (other than a US Credit Party) to any other Canadian Credit Party (other than a US Credit Party), (ii) the US Borrower or any Domestic Subsidiary of the US Borrower to Foreign Subsidiaries of the US Borrower other than
Canadian Subsidiaries not to exceed, when combined with outstanding extensions of credit permitted pursuant to subsection 5.4(b)(v) below and outstanding Contingent Obligations permitted pursuant to subsection 5.9(j), the US Dollar Equivalent of
$7,500,000 in 
  

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the aggregate at any time outstanding for all such extensions of credit, (iii) Canadian Borrower to a US Credit Party (other than Holdings), (iv) a US Credit Party (other than Holdings)
to Canadian Borrower provided at the time of such extension of credit, Canadian Availability is zero and in no event in excess of the US Dollar Equivalent of $2,000,000 at any time outstanding for all such extensions of credit, (v) the Canadian
Borrower or any Subsidiary of the Canadian Borrower which is a Canadian Credit Party to Subsidiaries of the Canadian Borrower which are not a Canadian Credit Party not to exceed, when combined with outstanding extensions of credit permitted pursuant
to subsection 5.4(b)(ii) above and outstanding Contingent Obligations permitted pursuant to subsection 5.9(j), the US Dollar Equivalent of $7,500,000 in the aggregate at any time outstanding for all such extensions of credit; provided, if the
extensions of credit described in foregoing clauses (i), (ii), (iii), (iv) and (v) are evidenced by notes, such notes shall be pledged to the Appropriate Agent, for the benefit of the Secured Parties, (vi) a Foreign Subsidiary (other
than a Canadian Credit Party) of the US Borrower to another Foreign Subsidiary (other than a Canadian Credit Party) of the US Borrower; (vii) a Foreign Subsidiary of the Canadian Borrower (which is not a Canadian Credit Party) to another
Foreign Subsidiary of the Canadian Borrower (which is not a Canadian Credit Party); and (viii) a Foreign Subsidiary of Holdings (other than a Canadian Credit Party) to a Credit Party provided such Indebtedness is unsecured and subordinated to
the Obligations in a manner satisfactory to US Agent; 
 (c) loans and advances to employees, officers and directors in the
Ordinary Course of Business not to exceed the US Dollar Equivalent of $1,000,000 in the aggregate at any time outstanding; 

(d) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to
subsection 5.2; 
 (e) Investments acquired in connection with the settlement of delinquent Accounts in the Ordinary Course of
Business or in connection with the bankruptcy or reorganization of suppliers or customers; 
 (f) Investments consisting of
non-cash loans made by Holdings to officers, directors and employees of a Credit Party which are used by such Persons to purchase simultaneously Stock or Stock Equivalents of Holdings; 

(g) Investments existing on the Closing Date and set forth on Schedule 5.4; 

(h)(i) capital contributions by Holdings to each of US Borrower and Canadian Borrower, (ii) creation of, and capital contributions
to, Wholly-Owned Subsidiaries of (x) the US Borrower which are US Credit Parties and (y) the Canadian Borrower which are Canadian Credit Parties, (iii) upon and after the consummation of the Global Reorganization, capital
contributions by the US Credit Parties to the Canadian Borrower to the extent such contributions are funded with the proceeds of Excluded Equity issuances, (iv) creation of and capital contributions to, (x) Foreign Subsidiaries (other than
the Canadian Foreign Subsidiaries) that are Wholly-Owned Subsidiaries of the US Credit Parties, by the US Credit Parties (y) Foreign Subsidiaries that are Wholly-Owned Subsidiaries of the Canadian Credit Parties, by the Canadian Credit Parties,
provided, in either case, such capital contributions are funded with the proceeds of Excluded Equity Issuances, and (v) creation of and capital contributions to Foreign Subsidiaries (other than Canadian Foreign Subsidiaries) that are
Wholly-Owned Subsidiaries of other Foreign Subsidiaries of the Credit Parties, by such other Foreign Subsidiaries; 
  

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 (i) to the extent constituting an Investment, Capital Expenditures and Contingent
Obligations permitted hereunder; 
 (j) extensions of trade credit in the Ordinary Course of Business; 

(k) to the extent constituting Investments, pledges and deposits in the Ordinary Course of Business to the extent permitted by subsection
5.1(e) or subsection 5.1(v); 
 (l) the consummation of the Closing Date Acquisition; 

(m) Investments in deposit accounts and securities accounts opened in the Ordinary Course of Business and in compliance with the terms of
the Loan Documents, in each case to the extent subject to a Control Agreement as required pursuant to Section 4.11; 
 (n)
to the extent constituting an Investment, the capitalization or forgiveness by any Credit Party or any of its Subsidiaries of Indebtedness owed to it by another Credit Party or any of its Subsidiaries (provided no Credit Party shall forgive any such
Indebtedness while a Specified Event of Default has occurred and is continuing without the consent of US Agent); 
 (o) the
holding of accounts receivable owing to such Person if created in the Ordinary Course of Business and payable or dischargeable in accordance with customary terms; 

(p) to the extent constituting an Investment, prepayments and deposits to suppliers made in the Ordinary Course of Business; 

(q) Permitted Acquisitions (including, in each case, earnest money deposits in connection therewith); 

(r) Investments made in connection with the Global Restructuring, including, but not limited to, in connection with and pursuant to the
Capital Contribution Agreement, the Forward Subscription Agreement and the Hybrid Note; and 
 (s) other Investments (valued at
cost at the time of each Investment) made after the Closing Date not to exceed the US Dollar Equivalent of $5,000,000 in the aggregate at any time outstanding (it being agreed that upon a return of all or any portion of such Investment, such
Investment shall no longer be considered outstanding to the extent so returned). 
 Notwithstanding anything to the contrary set forth above,
(i) the Credit Parties and their Subsidiaries may hold Investments to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 5.4 and (ii) the Credit Parties and their
Subsidiaries may make any Investments with the Net Issuance Proceeds of an Excluded Equity Issuance so long as (x) after giving effect to any such Investment, a Default or Event of Default would not otherwise exist, (y) such Investment
does not constitute an Acquisition unless (I) Target has EBITDA, subject to pro forma adjustments acceptable to the US Agent for the most recent four quarters prior to the acquisition date for which financial statements are available, greater
than zero and (II) the Target’s line of business would not violate the provisions of Section 5.12 and (z) such Investment does not constitute a joint venture. 

 

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 5.5 Limitation on Indebtedness. No Credit Party shall, and no Credit Party shall
suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: 

(a) the Obligations; 

(b) Indebtedness consisting of Contingent Obligations described in clause (a) of the definition thereof and permitted pursuant to
Section 5.9; 
 (c) Indebtedness existing on the Closing Date and set forth in Schedule 5.5 including Permitted
Refinancings thereof; 
 (d) Indebtedness not to exceed the US Dollar Equivalent of $3,000,000 in the aggregate at any time
outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by subsection 5.1(h) and Permitted Refinancings thereof; 

(e) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b); 

(f) Second Lien Indebtedness not to exceed $210,000,000 in the aggregate principal amount at any time outstanding issued pursuant to the
Second Lien Indebtedness Documents, as such amount may be increased pursuant to and in accordance with the terms of the Intercreditor Agreement and, subject to the provisions of Section 5.11 hereof, Permitted Refinancings thereof; 

(g) Indebtedness consisting of the financing of insurance premiums in the Ordinary Course of Business; 

(h) Indebtedness for bank overdrafts or returned items incurred in the Ordinary Course of Business that are promptly repaid; 

(i) Indebtedness of Holdings incurred pursuant to Holdings Loans; 

(j) upon and after the consummation of the Global Reorganization, Indebtedness evidenced by the Hybrid Note; 

(k) Indebtedness incurred pursuant to the last paragraph of Section 5.7 hereof; 

(l) unsecured Indebtedness of Holdings evidencing the purchase price of Stock of Holdings or options or warrants thereof purchased by
Holdings from current or former officers, directors and employees, provided such Indebtedness is subordinated to the Obligations on terms acceptable to US Agent; 

 

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 (m) unsecured Subordinated Indebtedness issued to sellers to satisfy a portion of the
purchase price of a Permitted Acquisition so long as such Subordinated Indebtedness provides for no cash payment during the term of the Credit Agreement on account of principal, interest, fees or other amounts owing in respect thereof, such
Subordinated Indebtedness has a maturity date no earlier than six (6) months after the Revolving Termination Date and such Subordinated Indebtedness is otherwise subject to subordination terms in favor of Agents, Lenders and L/C Issuers on
terms and conditions acceptable to US Agent; 
 (n) unsecured earnouts not to exceed the US Dollar Equivalent of $5,000,000 in
the aggregate at any time outstanding incurred in connection with a Permitted Acquisition; provided, for purposes of this clause (n) earnouts shall be measured at the maximum amount thereof. 

(o)(i) unsecured Indebtedness of a Target existing at the time the Target becomes a Subsidiary of a Borrower (or is amalgamated, merged
into or consolidated with a Credit Party (other than Holdings)) pursuant to a Permitted Acquisition or Indebtedness assumed by a Borrower or its Subsidiaries in respect of assets acquired by such Person pursuant to a Permitted Acquisition, but only
to the extent that such Indebtedness was not incurred in connection with, as a result of, or in contemplation of, such Permitted Acquisition; provided, however, that in no event shall the aggregate amount of such Indebtedness outstanding at any time
under this clause (o)(i) exceed the US Dollar Equivalent of $5,000,000 and (ii) secured Indebtedness of a Target existing at the time the Target becomes a Subsidiary of a Borrower (or is amalgamated, merged into or consolidated with a Credit
Party (other than Holdings)) pursuant to a Permitted Acquisition or Indebtedness assumed by a Borrower or its Subsidiaries in respect of assets acquired by such Person pursuant to a Permitted Acquisition; provided, such Indebtedness (A) was not
incurred in connection with, as a result of, or in contemplation of, such Permitted Acquisition, (B) is secured solely by assets of the Target so acquired and not by any assets of any Credit Party, (C) is not guaranteed by any Credit Party
and (D) the aggregate amount of such Indebtedness outstanding at any time under this clause (o)(ii) does not exceed the US Dollar Equivalent of $5,000,000; 

(p) Indebtedness consisting of (i) letter of credit and/or revolving credit facilities (other than the ABN LC Facility) of Foreign
Subsidiaries (other than Canadian Credit Parties) existing on the Closing Date and set forth on Schedule 5.5(p), (ii) one or more letter of credit and/or revolving credit facilities of Foreign Subsidiaries organized under the laws of the
Republic of Korea obtained after the Closing Date provided the aggregate commitments of all such letter of credit facilities do not exceed the US Dollar Equivalent of $500,000, (iii) one or more letter of credit and/or revolving credit
facilities of Foreign Subsidiaries organized under the laws of Japan obtained after the Closing Date provided the aggregate commitments of all such letter of credit and revolving credit facilities do not exceed the US Dollar Equivalent of $500,000,
(iv) the ABN LC Facility and increases thereto representing additional Indebtedness thereunder not in excess of the US Dollar Equivalent of $1,500,000, (v) increases to any of the foregoing letter of credit and/or revolving credit
facilities or new letter of credit and/or revolving credit facilities, in either case, made available to such Foreign Subsidiaries representing additional Indebtedness thereof not in excess of the US Dollar Equivalent of $5,000,000 in aggregate, and
(vi) Permitted Refinancings thereof; 
  

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 (q) Indebtedness (not otherwise described in subsection 5.5(p)) of Foreign Subsidiaries
(other than Canadian Credit Parties) (i) existing on the Closing Date and set forth on Schedule 5.5(q), (ii) increases to such Indebtedness in an aggregate amount not to exceed the US Dollar Equivalent of $1,500,000,
(iii) incurred after the Closing Date in an aggregate amount not to exceed the US Dollar Equivalent of $2,000,000, and (iv) Permitted Refinancings of the foregoing; provided, in no event shall any such Indebtedness be guaranteed by any
Credit Party or shall any Credit Party have any obligation in respect thereof or grant any security therefor (except, solely with respect to guarantees by Credit Parties of such Indebtedness, to the extent expressly permitted pursuant to subsection
5.9(j)); 
 (r) Indebtedness consisting of performance and surety bonds in favor of Indian tax and port authorities with respect
to the importation of goods into India in the Ordinary Course of Business by the Credit Parties and their Subsidiaries, to the extent required by such tax and port authorities; and 

(s) other unsecured Indebtedness not exceeding in the aggregate at any time outstanding the US Dollar Equivalent of $5,000,000.

 5.6 Transactions with Affiliates. No Credit Party shall, and no Credit Party shall suffer or permit any of its
Subsidiaries to, enter into any transaction with any Affiliate of Borrower or of any such Subsidiary, except: 
 (a) as
expressly permitted by this Agreement or the other Loan Documents; or 
 (b) pursuant to the reasonable requirements of the
business of such Credit Party or such Subsidiary upon fair and reasonable terms materially no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate
of the Borrower or such Subsidiary and if a Responsible Officer of Holdings or any of its Subsidiaries has actual knowledge that such Person is an Affiliate and the value or consideration payable in such transaction exceeds the US Dollar Equivalent
of $500,000 in the aggregate, which are disclosed in writing to Agent; provided, further, that in no event shall a Credit Party or any Subsidiary of a Credit Party perform or provide any management, consulting, administrative or similar services to
or for any Person other than another Credit Party, a Subsidiary of a Credit Party or a customer who is not an Affiliate in the Ordinary Course of Business. 

(c) as set forth in Schedule 5.6; and 

(d) any issuances by Holdings of awards or grants of equity securities, employments agreements, stock options and stock ownership plans
approved by Holdings’ or any Credit Party’s board of directors, board of managers or similar governing body, as applicable. 
  

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 5.7 Management Fees and Compensation. No Credit Party shall, and no Credit Party
shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except: 

(a) for the items referred to in Section 5.6(d) above, compensation and any employee benefit allowance paid or provided to officers,
directors and employees for actual services rendered to the Credit Parties (including severance) and their Subsidiaries, including the maintenance of benefit programs or arrangements for employees, officers or directors, including, without
limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans and indemnification of officers and employees, in each case, in the Ordinary Course of Business; 

(b) payment of directors’ fees and reimbursement of actual out-of-pocket expenses and indemnities incurred by Persons in their
capacities as directors and in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $100,000 in any Fiscal Year of the Borrower; 

(c) payment of a management advisory fee to Sponsor Management Affiliate and the Additional Management Advisors pursuant to
Section 3(a) of the Management Agreement as in effect on the date hereof not to exceed the amounts and on the terms set forth in the Management Agreement; provided, however, that the fees described in this clause (c) shall not be paid (but
shall continue to accrue) during any period while a Specified Event of Default has occurred and is continuing or would arise as a result of such payment (to the extent an Agent has provided the Borrowers written notice of such Specified Event of
Default and that such payments are prohibited); provided, further, any fees not paid due to the existence of a Specified Event of Default shall be deferred and may be paid when no Specified Event of Default exists (whether upon the waiver or cure
thereof in accordance with the terms of this Agreement); 
 (d) reimbursement of reasonable out-of-pocket costs and expenses and
indemnities required to be paid pursuant to the Management Agreement as in effect on the date hereof, so long as, solely with respect to reimbursement for indemnities, (i) no Specified Event of Default shall have occurred and be continuing or
would arise as a result of such reimbursement, (ii) Aggregate Availability shall not be less than $2,000,000 after giving effect to such reimbursement and (iii) in no event shall any Credit Party reimburse any costs or expenses of or
indemnify Sponsor Management Affiliate, an Additional Management Advisor or, to the extent otherwise required by the Management Agreement, any of their respective Affiliates (each such Person, a “Management Advisor”), if and to the extent
such costs or expenses were incurred or such indemnification obligations arose as a result of the gross negligence, willful misconduct or bad faith of the Management Advisor seeking such reimbursement or indemnification; 

(e) reserved; and 

(f) payment to Sponsor and/or Sponsor Management Affiliate of fees in connection with Permitted Acquisitions; provided, such fees are
payable solely from proceeds of an Excluded Equity Issuance by Holdings with respect to which such fees are payable. 
 5.8
Use of Proceeds. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, use any portion of the Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance
Indebtedness of any Credit Party or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of Law or in violation of this Agreement. 

 

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 5.9 Contingent Obligations. No Credit Party shall, and no Credit Party shall suffer
or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except: 

(a) endorsements for collection or deposit in the Ordinary Course of Business; 

(b) Rate Contracts and Commodity Hedge Contracts, in each case, entered into in the Ordinary Course of Business for bona fide hedging
purposes and not for speculation, with prior written notice to US Agent; 
 (c) Contingent Obligations of the Credit Parties and
their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive or adverse terms on
the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended; 
 (d)
Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; 

(e) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with
the Related Transactions and Permitted Acquisitions and (ii) purchasers in connection with dispositions permitted under subsection 5.2; 

(f) Contingent Obligations arising under Letters of Credit; 

(g) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Credit Party (other
than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; 

(h) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, performance bonds,
performance guarantees and other similar obligations; 
 (i) product warranties provided by a Credit Party or Subsidiary of a
Credit Party in the Ordinary Course of Business; 
 (j) guarantees by US Credit Parties of Indebtedness of Foreign Subsidiaries
(other than Canadian Foreign Subsidiaries) of the US Borrower in an aggregate amount not to exceed, when combined with the US Dollar Equivalent of the intercompany extensions of credit permitted pursuant to subsections 5.4(b)(ii) and 5.4(b)(v)
outstanding at such time, the US Dollar Equivalent of $7,500,000; 
 (k) upon and after the consummation of the Global
Reorganization, Contingent Obligations incurred pursuant to the Capital Contribution Agreement and the Forward Subscription Agreement; and 
  

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 (l) other Contingent Obligations not exceeding the US Dollar Equivalent of $1,500,000 in the
aggregate at any time outstanding. 
 5.10 Compliance with ERISA, Etc. (a) No Credit Party shall permit its unfunded
pension fund and other employee benefit plan obligation and liabilities to remain unfunded other than in accordance with applicable law and (b) no ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the
imposition of a Lien on any asset of a Credit Party or a Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, have a Material Adverse Effect. No Credit
Party shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan. 

5.11 Restricted Payments. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to,
(i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or
Stock Equivalent now or hereafter outstanding or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to,
Subordinated Indebtedness or (iv) make any cash prepayment, redemption, purchase, retirement, defeasance, sinking fund or similar payment, of principal of the Second Lien Indebtedness (the items described in clauses (i), (ii), (iii) and
(iv) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of a Borrower may declare and pay dividends to a Borrower or any Wholly-Owned Subsidiary of a Borrower, and except that: 

(a) Holdings may declare and make dividend payments or other distributions payable solely in its Stock or Stock Equivalents; and

 (b) the Borrowers may make distributions to Holdings which are promptly used by Holdings to redeem or repurchase, or to make
distributions to Parent which are promptly used by Parent to redeem or repurchase, from current or former officers, directors and employees (or their current or former spouses, their estates, their estate planning vehicles or their family members)
Stock and Stock Equivalents provided all of the following conditions are satisfied: 
 (i) no Specified Event of
Default has occurred and is continuing or would arise as a result of such Restricted Payment; 
 (ii) the
aggregate Restricted Payments permitted during the term of this Agreement shall not exceed the US Dollar Equivalent of $3,000,000; provided the foregoing limits shall not apply to the extent of any redemption or repurchase funded with the proceeds
of any Excluded Equity Issuance; and 
 (iii) after giving effect to such Restricted Payments, US Availability is
not less than $5,000,000 and Canadian Availability is not less than the US Dollar Equivalent of $2,500,000; provided the foregoing limits shall not apply to the extent of any redemption or repurchase funded with the proceeds of any Excluded Equity
Issuance; and 
  

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 (iv) such Restricted Payments and redemption is permitted under the Second
Lien Indebtedness Documents; 
 (c) in the event US Borrower files a consolidated, combined, unitary or similar type income tax
return with Holdings, the US Borrower may make distributions to Holdings to permit Holdings to pay federal and state income taxes then due and payable, franchise taxes and other similar licensing expenses incurred in the Ordinary Course of Business
provided, that the amount of such distribution shall not be greater than the amount of such taxes or expenses that would have been due and payable by the US Borrower and its relevant Subsidiaries had the US Borrower not filed a consolidated,
combined, unitary or similar type return with Holdings; 
 (d) the Credit Parties may make distributions to Holdings which are
promptly used by Holdings to pay, or to make distributions to Parent which are promptly used by Parent to pay, overhead expenses, professional fees and expenses and directors fees and expenses, in any case, incurred in the Ordinary Course of
Business; 
 (e) Holdings may repurchase shares of Stock or Stock Equivalents issued by Holdings to current or former officers,
directors and employees of Holdings or any of its Subsidiaries (or its current or former spouses, their estates, their estate planning vehicles or their family members) by cancellation of notes permitted pursuant to subsection 5.4(f) and/or by
issuance of notes permitted pursuant to subsection 5.5(l); 
 (f) the Credit Parties may make distributions to Holdings which
are promptly used by Holdings to pay (or distributed by Holdings to Thermon Group, Inc. to pay) post-closing purchase price adjustments under, and costs and expenses related to, the Purchase Agreement and the Closing Date Acquisition, to the extent
required by and pursuant to the terms thereof; 
 (g) the Credit Parties may make distributions to Holdings to allow
(i) Holdings to make cash payments of compensation and other items described in Section 5.7(a) owing to or in respect of members of management employed by Holdings or (ii) Holdings to make distributions to Parent to allow Parent
promptly to make cash payments of compensation and other items described in Section 5.7(a) owing to or in respect of members of management employed by Parent to the extent such amounts are attributable to the ownership and operation of Holdings
and its Subsidiaries; 
 (h) Holdings may make distributions to Parent which are promptly used by Parent to repurchase
fractional shares of its respective Stock and Stock Equivalents from officers, directors and employees of Holdings or any of its Subsidiaries or Parent not to exceed $100,000 in the aggregate during the duration of this Agreement; 

(i) the Credit Parties may make distributions to Holdings which are promptly distributed by Holdings to Thermon Group, Inc. to permit
Thermon Group, Inc. to pay to Sponsor Management Affiliate the closing fee described in Section 2 of the Closing Fee Agreement on the Closing Date; 
  

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 (j) the Credit Parties may pay, as and when due and payable, regularly scheduled
non-accelerated payments of principal and interest on account of Subordinated Indebtedness subject to the terms hereof and the subordination provisions with respect thereto; 

(k) US Credit Parties may make Restricted Payments of Second Lien Indebtedness to the extent constituting (i) mandatory prepayments
(including offers to redeem) under Sections 5.10 and 5.14 of the Second Lien Indenture, in each case, pursuant to and in accordance with the terms and conditions of the Second Lien Indenture as in effect on the date hereof or in any corresponding
provision in connection with a Permitted Refinancing thereof; provided, such mandatory prepayments shall be made only so long as any corresponding mandatory prepayment of the Loans required pursuant to Section 1.8 hereof has been made, to the
extent required by such section or any prepayment required as a result of an Event of Default under Section 7.1(l), and (ii) voluntary prepayments thereof so long as before and after giving effect to such voluntary prepayment, (1) no
Specified Event of Default shall have occurred and be continuing or arise as a result of such prepayment and (2) the sum of (y) Aggregate Availability and (z) the aggregate amount of unrestricted cash of the US Credit Parties and the
Canadian Credit Parties, in each instance, maintained in deposit accounts which are subject to a deposit account control agreement in favor of the Applicable Agent, equals an amount not less than $10,000,000; and 

(l) Holdings may make Restricted Payments of the kind described in items (i) and (ii) of the definition thereof set forth in
the lead in to this Section 5.11 and not otherwise described in clauses (a) through (k) above with the Net Issuance Proceeds of an Excluded Equity Issuance by Holdings so long as, after giving effect to any such Restricted Payment, no
Event of Default otherwise would exist. 
 5.12 Change in Business. No Credit Party shall, and no Credit Party shall
permit any of its Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof or related, complementary or ancillary thereto. Holdings shall not engage in any
business activities or own any Property other than (i) ownership of the Stock and Stock Equivalents of the Borrowers and activities ancillary thereto, (ii) activities and contractual rights incidental to maintenance of its corporate
existence, (including the incurrence of any corporate overhead), (iii) the hiring and employment of members of the management of Borrower and activities reasonably related thereto, (iv) performance of Holding’s obligations under the
Related Agreements to which it is a party, (v) finding potential Targets for Acquisitions, negotiating the acquisition thereof and being a party to the applicable acquisition agreement (and performing its obligations thereunder); and
(vi) activities of Holdings expressly permitted hereunder. 
 5.13 Change in Structure. Except as expressly
permitted under Section 5.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to amend any of its Organization Documents in any respect materially adverse to an Agent (in its capacity as such) or Lenders (in their
capacities as such). 
 5.14 Changes in Accounting, Name and Jurisdiction of Organization. No Credit Party shall, and no
Credit Party shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required by 

 

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GAAP, (ii) change the Fiscal Year or method for determining Fiscal Quarters of any Credit Party or of any consolidated Subsidiary of any Credit Party; provided, the fiscal year of a Target
of a Permitted Acquisition may be changed so as to conform such fiscal year with that of the Credit Parties, (iii) change its name as it appears in official filings in its jurisdiction of organization or (iv) change its jurisdiction of
organization or domicile (within the meaning of the Civil Code of Quebec), in the case of clauses (iii) and (iv), without at least twenty (20) days’ prior written notice to Agents and the acknowledgement of Agents that all actions
required by the Appropriate Agent, including those to continue the perfection of its Liens, have been completed. 
 5.15
Amendments to Related Agreements and Subordinated Indebtedness. 
 (a) No Credit Party shall and no Credit Party shall
permit any of its Subsidiaries, to amend, supplement, waive or otherwise modify any provision of (i) any Subordinated Indebtedness except to the extent permitted by the subordination terms with respect thereto, (ii) any Second Lien
Indebtedness Document except to the extent permitted by the Intercreditor Agreement, or (iii) the Purchase Agreement. 

5.16 No Negative Pledges. 

(a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause
or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s
Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party, other than as set forth in this Agreement or the other Loan Documents and except for customary
restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 5.2 pending the consummation of such sale. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to,
directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of an Agent, whether now owned or hereafter acquired except
(a) in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h), 5.1(i) and 5.1(w) provided that any such restriction contained therein relates only to the asset or assets subject to such permitted
Liens, (b) with respect to operating leases and other third-party contracts, customary limitations on the ability of a party thereto to assign its interests in the underlying contract without the consent of the other party thereto (provided
nothing therein limits the ability of a party thereto to assign its interests in and to all proceeds derived from or in connection with such contract) and (c) customary restrictions and conditions contained in any agreement relating to the sale
of any Property permitted under Section 5.2 pending the consummation of such sale. 
 5.17 OFAC; Patriot Act. No
Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to fail to comply with the laws, regulations and executive orders referred to in Section 3.27 and Section 3.28. 

 

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 5.18 Sale-Leasebacks. No Credit Party shall, and no Credit Party shall permit any of
its Subsidiaries to, engage in a sale leaseback, synthetic lease or similar transaction involving any of its assets. 
 5.19
Hazardous Materials. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, cause or suffer to exist any Release of any Hazardous Material at, to or from any Real Estate in violation of Environmental Law which
would reasonably be expected to give rise to Environmental Liabilities or otherwise adversely affect the value or marketability of any Real Estate (whether or not owned by any Credit Party or any Subsidiary of any Credit Party), other than such
violations, Environmental Liabilities and effects that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 

ARTICLE VI - 

FINANCIAL COVENANTS 

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation
(other than (i) contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted and (ii) Letter of Credit Obligations collateralized in the manner set forth in Section 7.4) shall remain unpaid or
unsatisfied, unless the Required Lenders waive compliance in writing: 
 6.1 Fixed Charge Coverage Ratio. As of the last
day of the Fiscal Quarter ending June 30, 2010 and any Fiscal Quarter thereafter, for which, in any case, average daily Aggregate Availability for the thirty (30) day period ending on such date is less than the Applicable Minimum
Availability Threshold, the Credit Parties shall not permit the Fixed Charge Coverage Ratio for the twelve fiscal month period ending on such date to be less 1.10 to 1.00. “Fixed Charge Coverage Ratio” shall be calculated in the manner set
forth in Exhibit 4.2(b). 
 ARTICLE VII - 

EVENTS OF DEFAULT 

7.1 Event of Default. Any of the following shall constitute an “Event of Default”: 

(a) Non-Payment. Any Credit Party fails (i) to pay when and as required to be paid herein, any amount of principal of any
Loan, including after maturity of the Loans, or to pay any L/C Reimbursement Obligation or (ii) to pay within three (3) Business Days after the same shall become due, interest on any Loan, any fee or any other amount payable hereunder or
pursuant to any other Loan Document; or 
 (b) Representation or Warranty. Any representation, warranty or certification
by or on behalf of any Credit Party or any of its Subsidiaries made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or 

 

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other written statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under any other Loan Document, shall prove to have been
incorrect in any material respect (without duplication of other materiality qualifiers contained therein) on or as of the date made or deemed made; or 

(c) Specific Defaults. Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of
(i) subsection 4.3(a) or 9.10(d), Sections 4.6, 4.9, Article V or Article VI hereof or (ii) Section 4.1, 4.2(a), 4.2(b) or 4.2(d) and, solely with respect to this clause (ii), such failure shall not have been cured within five
(5) Business Days; or 
 (d) Other Defaults. Any Credit Party or Subsidiary of any Credit Party fails to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) the date upon which a
Responsible Officer of any Credit Party becomes aware of such default and (ii) the date upon which written notice thereof is given to the Borrower by an Agent or Required Lenders; or 

(e) Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) fails to make any payment in respect of any
Indebtedness (other than the Obligations) or Contingent Obligation having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $5,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating
thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant (after all applicable grace periods), or any other event shall occur or condition exist (after all applicable grace periods), under any
agreement or instrument relating to any such Indebtedness or Contingent Obligation, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, after giving effect to any cure or waiver of such failure, event or condition actually made or obtained, such Indebtedness to be
declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or 

(f) Insolvency; Voluntary Proceedings. Any Credit Party or any Subsidiary of any Credit Party: (i) generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) except as expressly permitted pursuant to Section 5.3, voluntarily ceases to
conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing; or 

(g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Credit Party or any
Subsidiary of any Credit Party, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of any such Person’s Properties, and any such proceeding or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not 
  

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be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) any Credit Party or any Subsidiary of any Credit Party admits the material
allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) any Credit Party or any Subsidiary of any Credit Party acquiesces
in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Property or business; or 

(h) Monetary Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against
any one or more of the Credit Parties or any of their respective Subsidiaries involving in the aggregate a liability of $5,000,000 or more (excluding amounts covered by insurance to the extent the relevant independent third-party insurer has not
denied coverage therefor or amounts covered by third party indemnification obligations of a third person acceptable to US Agent), and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of forty-five (45) days
after the entry thereof; or 
 (i) Non-Monetary Judgments. One or more non-monetary judgments, orders or decrees shall be
rendered against any one or more of the Credit Parties or any of their respective Subsidiaries which has or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and there shall be any period of
ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or 

(j) Collateral. Any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable
against any Credit Party or any Subsidiary of any Credit Party thereto or any Credit Party or any Subsidiary of any Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral
Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in any material portion of the Collateral purported to be covered thereby or such security interest shall for any reason (other than
the failure of Agent to take any action within its control) cease to be a perfected and first priority security interest subject only to Permitted Liens; or 

(k) Ownership. (i) Sponsor and its Controlled Investment Affiliates at any time ceases to own, directly or indirectly, at
least 50% of the issued and outstanding Stock of Holdings; (ii) Sponsor at any time fails to own beneficially, directly or indirectly, at least fifty percent (50%) of the issued and outstanding voting Stock of the Holdings or, in any
event, Stock representing voting control of Holdings; or (iii) Holdings ceases to own one hundred percent (100%) of the issued and outstanding Stock and Stock Equivalents of each Borrower, in each instance in clauses (i), (ii) and
(iii), free and clear of all Liens, rights, options, warrants or other similar agreements or understandings, other than Liens in favor of Agents, for the benefit of the Secured Parties, Subordinated Second Liens and other Permitted Liens; or
(iv) “Change of Control” (as defined in the Second Lien Indebtedness Documents) shall occur; or 
 (l)
Invalidity of Subordination Provisions. The lien subordination provisions of the Intercreditor Agreement or the subordination provisions of any agreement or instrument 

 

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governing any Subordinated Indebtedness shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Credit Parties shall contest in any manner the
validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not have the priority contemplated by this Agreement or such subordination provisions. 

7.2 Remedies. Upon the occurrence and during the continuance of any Event of Default, Agents may, and shall at the request of the
Required Lenders: 
 (a) declare all or any portion of the Commitment of each Lender to make Loans or of the L/C Issuer to issue
Letters of Credit to be suspended or terminated, whereupon such Commitments shall forthwith be suspended or terminated; 
 (b)
declare all or any portion of the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable; without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; and/or 

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or
applicable law; 
 provided, however, that upon the occurrence of any event specified in subsection 7.1(f) or 7.1(g) above (in the
case of clause (i) of subsection 7.1(g) upon the expiration of the sixty (60) day period mentioned therein), the obligation of each Lender to make Loans and the obligation of the L/C Issuer to issue Letters of Credit shall automatically
terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of either Agent, any Lender or the L/C Issuer. 

7.3 Rights Not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising. 

7.4 Cash Collateral for Letters of Credit. If a Specified Event of Default has occurred and is continuing, this Agreement (or the
Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereof, either Agent may, and upon request of Required US Lenders or Required Canadian Lenders, shall, demand (which demand shall be deemed to have
been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the applicable Borrowers shall thereupon deliver to the Appropriate Agent, to be held for the benefit of the L/C
Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 102% of the amount of Letter of Credit Obligations, or a letter of credit on terms and conditions, in form and substance and issued by an issuer reasonably acceptable to the
Appropriate Agent, in either instance, as additional collateral security for Obligations in respect of any outstanding Letter of Credit. The Appropriate Agent may at any time apply any or all of such cash and cash collateral to the

  

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payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit in respect thereof. Pending such application, the Appropriate Agent may (but shall not be
obligated to) invest the same in an interest bearing account in such Agent’s name, for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial
institution as the L/C Issuer and Agent may, in their discretion, select. If the Specified Event of Default for which cash collateral or a backstop letter of credit was required hereunder is cured or waived, and no other Specified Event of Default
has occurred and is continuing, then the Appropriate Agent shall promptly return to the applicable Borrower such cash collateral or backstop letter of credit upon such Borrower’s written request and instruction. 

ARTICLE VIII -  

AGENT 

8.1 Appointment and Duties. 

(a) Appointment of Agent. (i) Each Lender and each L/C Issuer hereby appoints GE Capital (together with any successor US
Agent pursuant to Section 8.9) as US Agent hereunder and authorizes US Agent to (x) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Credit Party, (y) take such action on its behalf and to
exercise all rights, powers and remedies and perform the duties as are expressly delegated to US Agent under such Loan Documents and (z) exercise such powers as are reasonably incidental thereto. Without limiting the generality of the
foregoing, each Lender acknowledges that it has received a copy of the Intercreditor Agreement, consents to and authorizes the Agents’ execution thereof on behalf of such Lender and agrees to be bound by the terms and provisions thereof.

 (ii) Each Lender and each L/C Issuer hereby appoints GE Canada (together with any successor Canadian Agent
pursuant to Section 8.9) as Canadian Agent hereunder and authorizes Canadian Agent to (x) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Credit Party, (y) take such action on its behalf and
to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Canadian Agent under such Loan Documents and (z) exercise such powers as are reasonably incidental thereto. 

(b) Duties as Collateral and Disbursing Agent. (i) Without limiting the generality of clause (a) above, US Agent shall
have the sole and exclusive right and authority (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing and collecting agent for the US Lenders and the US L/C Issuers with respect to all
payments and collections arising in connection with the Loan Documents (including in any proceeding described in subsection 7.1(g) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any
Loan Document to any Secured Party is hereby authorized to make such payment to Agents, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties

  

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with respect to any Obligation in any proceeding described in subsection 7.1(f) or (g) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on
behalf of such Person), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the
Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan
Document, exercise all remedies given to US Agent and the other Secured Parties with respect to the Credit Parties and/or the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any
amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that US Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to
act as collateral sub-agent for Agent, the Lenders and the L/C Issuers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held
by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the L/C Issuers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to
Agent, and each Lender and L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. 

(ii) Without limiting the generality of clause (a) above, Canadian Agent shall have the sole and exclusive right and
authority (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Canadian Lenders and the Canadian L/C Issuers with respect to all payments and collections arising
in connection with the Loan Documents (including in any proceeding described in subsection 7.1(g) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured
Party is hereby authorized to make such payment to Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in
subsection 7.1(f) or (g) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (iii) act as collateral agent for each Secured Party for purposes of the perfection of
all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of
the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Canadian Agent and the other Secured Parties with respect to the Credit Parties
and/or the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such
amendment, consent or waiver; provided, however, that Canadian Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for Agent, the Lenders and the L/C Issuers for purposes of the perfection of all
Liens with respect to the Collateral, including any deposit 
  

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account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the L/C Issuers to take further
actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent,
so authorized and directed. 
 (c) Limited Duties. Under the Loan Documents, Agents (i) are acting solely on behalf
of the Lenders and the L/C Issuers (except to the limited extent provided in subsection 1.4(b) with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”,
“US Agent” or “Canadian Agent” the terms “agent”, “Agent”, “US Agent”, “Canadian Agent” and “collateral agent” and similar terms in any Loan Document to refer to the Appropriate
Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, L/C Issuer or any other
Person and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Secured Party, by accepting the benefits of the Loan Documents, hereby waives and agrees not to
assert any claim against any Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above. 

(d) Quebec Collateral. (i) For greater certainty, and without limiting the powers of Canadian Agent, each of the Secured
Parties (and each subsequent maker of any Loan by its making thereof) hereby irrevocably constitutes GE Canada as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of
Québec) in order to hold hypothecs and security granted by any Credit Party on property pursuant to the laws of the Province of Québec in order to secure obligations of any Credit Party under any bond, debenture or similar title of
indebtedness, issued by any Credit Party, and hereby agrees that GE Canada, as Canadian Agent, may act as the bondholder and mandatary (i.e. agent) with respect to any shares, capital stock or other securities or any bond, debenture or similar title
of indebtedness that may be issued by any Credit Party and pledged in favour of GE Canada, as Canadian Agent, for the benefit of the Secured Parties. The execution by GE Canada, acting as fondé de pouvoir and mandatary, prior to the Agreement
of any deeds of hypothec or other security documents is hereby ratified and confirmed. 
 (ii) Notwithstanding
the provisions of Section 32 of An Act respecting the special powers of legal persons (Québec), GE Canada may acquire and be the holder of any bond or debenture issued by any Credit Party (i.e. the fondé de pouvoir may acquire and
hold the first bond issued under any deed of hypothec by any Credit Party). 
 (iii) The constitution of GE
Canada as fondé de pouvoir and as bondholder and mandatary with respect to any bond, debenture, shares, capital stock or other securities that may be issued and pledged from time to time to Canadian Agent for the benefit of the Secured
Parties, shall be deemed to have been ratified and confirmed by each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion of any Secured Parties’ rights and obligations under the Agreement by
the execution of an 
  

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assignment, including an Assignment or other agreement pursuant to which it becomes such assignee or participant, and by each successor Canadian Agent by the execution of an Assignment or other
agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Agent under the Agreement. 

(iv) GE Canada acting as fondé de pouvoir shall have the same rights, powers, immunities, indemnities and
exclusions from liability as are prescribed in favour of Canadian Agent in the Agreement, which shall apply mutatis mutandis to GE Canada acting as fondé de pouvoir. 

(v) The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection
with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux
présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés
par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement. 
 8.2
Binding Effect. Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by an Agent, Required US Lenders, Required Canadian Lenders or the Required Lenders (or, if expressly required hereby,
a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by an Agent in reliance upon the instructions of Required US Lenders, Required Canadian Lenders or Required Lenders (or, where
so required, such greater proportion) and (iii) the exercise by an Agent, Required US Lenders, Required Canadian Lenders or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties. 

8.3 Use of Discretion. 

(a) No Action without Instructions. No Agent shall be required to exercise any discretion or take, or to omit to take, any action,
including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders, Required US Lenders or Required Canadian
Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders). 
 (b) Right Not
to Follow Certain Instructions. Notwithstanding clause (a) above, no Agent shall be required to take, or to omit to take, any action (i) unless, upon demand, such Agent receives an indemnification satisfactory to it from the Lenders
(or, to the extent applicable and acceptable to such Agent, any other Person) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against such Agent or any Related Person thereof or
(ii) that is, in the opinion of such Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law. 
  

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 8.4 Delegation of Rights and Duties. Each Agent may, upon any term or condition it
specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any
other Person (including any Secured Party). Any such Person shall benefit from this Article VIII to the extent provided by such Agent. 

8.5 Reliance and Liability. 

(a) Each Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has
been assigned in accordance with Section 9.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and
other experts (including advisors to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or
conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. 

(b) None of the Agents or its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in
connection with any Loan Document, and each Secured Party, Holdings, the Borrower and each other Credit Party hereby waive and shall not assert (and each of Holdings and the Borrower shall cause each other Credit Party to waive and agree not to
assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting from the gross negligence, bad faith or willful misconduct of such Agent or, as the case may be, such Related Person (each as determined in a
final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, no Agent: 

(i) shall be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions
of the Required Lenders, Required US Lenders or Required Canadian Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of such Agent, when acting on behalf
of such Agent); 
 (ii) shall be responsible to any Lender, L/C Issuer or other Person for the due execution,
legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; 

(iii) makes any warranty or representation, and shall not be responsible, to any Lender, L/C Issuer or other Person for
any statement, document, information, representation or warranty made or furnished by or on behalf of any 
  

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Credit Party or any Related Person of any Credit Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Credit
Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by such Agent, including as to completeness, accuracy, scope or adequacy thereof, or
for the scope, nature or results of any due diligence performed by such Agent in connection with the Loan Documents; and 

(iv) shall have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan
Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default
and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower, any Lender or L/C Issuer describing such Default or Event of Default clearly labeled “notice of
default” (in which case such Agent shall promptly give notice of such receipt to the other Agent and all Lenders); 
 and, for each of the
items set forth in clauses (i) through (iv) above, each Lender, L/C Issuer, Holdings and the Borrower hereby waives and agrees not to assert (and each of Holdings and the Borrower shall cause each other Credit Party to waive and agree not
to assert) any right, claim or cause of action it might have against Agents based thereon. 
 8.6 Agent Individually.
Each Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, engage in any kind of business with, any Credit Party or Affiliate thereof as though it were not acting as an Agent and may
receive separate fees and other payments therefor. To the extent either Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject
to the same obligations and liabilities as any other Lender and the terms “Lender”, “Required Lender”, “Required US Lender”, “Required Canadian Lender” and any similar terms shall, except where otherwise
expressly provided in any Loan Document, include, without limitation, such Agent or such Affiliate, as the case may be, in its individual capacity as Lender, or as one of the Required US Lenders or Required Canadian Lenders, respectively.

 8.7 Lender Credit Decision. 

(a) Each Lender and each L/C Issuer acknowledges that it shall, independently and without reliance upon either Agent, any Lender or L/C
Issuer or any of their Related Persons or upon any document (including any offering and disclosure materials in connection with the syndication of the Loans) solely or in part because such document was transmitted by an Agent or any of its Related
Persons, conduct its own independent investigation of the financial condition and affairs of each Credit Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any
Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for 

 

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documents expressly required by any Loan Document to be transmitted by an Agent to the Lenders or L/C Issuers, no Agent shall have any duty or responsibility to provide any Lender or L/C Issuer
with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party that may come in to the possession of such
Agent or any of its Related Persons. 
 (b) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning
the Credit Parties or their Affiliates, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agents and/or the Credit Parties will, from time to time, make available syndicate-information (which may contain MNPI) as required
by the terms of, or in the course of administering the Loans to the credit contact(s) identified for receipt of such information on the Lender’s administrative questionnaire who are able to receive and use all syndicate-level information (which
may contain MNPI) in accordance with such Lender’s compliance policies and contractual obligations and applicable law, including federal and state securities laws; provided, that if such contact is not so identified in such questionnaire, the
relevant Lender or L/C Issuer hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to an Agent and the Credit Parties upon request therefor by Agents or the Credit Parties. Notwithstanding such
Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with an Agent, it assumes the risk of receiving MNPI concerning the Credit
Parties or their Affiliates. 
 8.8 Expenses; Indemnities. 

(a) Each Lender agrees to reimburse each Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party)
promptly upon demand, severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by
such Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy,
restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document. 

(b) Each Lender further agrees to indemnify each Agent and each of its Related Persons (to the extent not reimbursed by any Credit
Party), severally and ratably, from and against Liabilities (including taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred
by or asserted against such Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in
or attendant to any such document, or, in each case, any action taken or omitted to be taken by such Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to an Agent or
any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final
non-appealable judgment or order. 
  

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 (c) To the extent required by any applicable law, each Agent may withhold from any payment
to any Lender under a Loan Document an amount equal to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that an Agent did not properly withhold tax from amounts paid to or for the
account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax with respect to a particular type of payment, or because such
Lender failed to notify an Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), or such Agent reasonably determines that it was required to
withhold taxes from a prior payment but failed to do so, such Lender shall promptly indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as tax or otherwise, including penalties and interest, and together with all
expenses incurred by such Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Each Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding tax that was required to be
withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which such Agent is entitled to indemnification from such Lender under this Section 8.8(c). 

8.9 Resignation of Agent or L/C Issuer. 

(a) Either Agent may resign at any time by delivering notice of such resignation to the other Agent, Lenders and the Borrowers, effective
on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective. If an Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Agent. If, within 30
days after the retiring Agent having given notice of resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from
among the Lenders. Each appointment under this clause (a) shall be subject to the prior consent of Holdings, which may not be unreasonably withheld but shall not be required during the continuance of a Specified Event of Default.
Notwithstanding anything to the contrary set forth herein, each Agent may resign concurrently with, and effective upon, the consummation by the Second Lien Lenders of the purchase option set forth in the Intercreditor Agreement in accordance with
the terms and conditions thereof. 
 (b) Effective immediately upon its resignation, (i) the retiring Agent shall be
discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of the retiring Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the
retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly
acting as Agent under the Loan Documents and (iv) subject to its rights under Section 8.3, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan
Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent shall succeed to, and become vested with, all the rights, powers, obligations, privileges and duties of the retiring Agent under the Loan
Documents. 
  

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 (c) Any L/C Issuer may resign at any time by delivering notice of such resignation to
Agents, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective. Upon such resignation, the L/C Issuer shall remain an L/C Issuer and shall retain its rights and obligations
in its capacity as such (other than any obligation to Issue Letters of Credit but including the right to receive fees or to have Lenders participate in any L/C Reimbursement Obligation thereof) with respect to Letters of Credit issued by such L/C
Issuer prior to the date of such resignation and shall otherwise be discharged from all other duties and obligations under the Loan Documents. 

8.10 Release of Collateral or Guarantors. Each Lender and L/C Issuer hereby consents to the release and hereby directs the
Appropriate Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following: 
 (a) any
Subsidiary of a Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a
waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and 

(b) any Lien held by the Appropriate Agent for the benefit of the Secured Parties against (i) any Collateral that is sold,
transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to
Section 4.13 after giving effect to such transaction have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon subsection 5.1(h) or (i) and (iii) all of the Collateral and all Credit Parties,
upon (A) termination of the Revolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations (other than unasserted contingent indemnification obligations) under the
Loan Documents and all Obligations arising under Secured Rate Contracts, that the Appropriate Agent has theretofore been notified in writing by the holder of such Obligation are then due and payable, (C) deposit of cash collateral with respect
to all contingent Obligations (or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by the Appropriate Agent of a back-up letter of credit) in amounts and on terms and conditions and with parties
satisfactory to such Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the extent requested by an
Agent, receipt by such Agent and the Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to such Agent. 

Each Lender and L/C Issuer hereby directs each Agent, and each Agent hereby agrees, upon receipt of reasonable advance notice from the Appropriate
Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 8.10. 

8.11 Additional Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any
Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Agents and all other Secured

  

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Parties, that such Secured Party is bound by (and, if requested by an Agent, shall confirm such agreement in a writing in form and substance acceptable to such Agent) this Article VIII,
Section 9.3, Section 9.9, Section 9.10, Section 9.11, Section 9.17, Section 9.24 and Section 10.1 (and, solely with respect to L/C Issuers, subsection 1.1(c)) and the decisions and actions of Agents, the Required
Lenders, the Required US Lenders or the Required Canadian Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound;
provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 8.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit
of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concept, (b) each of Agents, the Lenders and the L/C Issuers party hereto shall be entitled
to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is
otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as otherwise set forth herein, such Secured Party shall not have any right to be notified of, consent
to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document. 

8.12 Documentation Agent and Syndication Agent. Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Documentation Agent and Syndication Agent shall not have any duties or responsibilities, nor shall the Documentation Agent and Syndication Agent have or be deemed to have any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Documentation Agent and Syndication Agent. At any time
that any Lender serving (or whose Affiliate is serving) as Documentation Agent and/or Syndication Agent shall have transferred to any other Person (other than any Affiliates) all of its interests in the Loans and the Revolving Loan Commitment, such
Lender (or an Affiliate of such Lender acting as Documentation Agent or Syndication Agent) shall be deemed to have concurrently resigned as such Documentation Agent and/or Syndication Agent. 

 

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 ARTICLE IX - 

MISCELLANEOUS 

9.1 Amendments and Waivers. 

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by
any Credit Party therefrom, shall be effective unless the same shall be in writing and signed by the Agent, the Required Lenders (or by Agents with the consent of the Required Lenders), and the Borrowers and then such waiver shall be effective only
in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders directly affected thereby (or by Agents with the consent of
all the Lenders directly affected thereby), in addition to Agents, the Required Lenders (or by Agents with the consent of the Required Lenders) and the Borrowers, do any of the following: 

(i) increase or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to subsection
7.2(a)); 
 (ii) postpone or delay any date fixed for, or reduce or waive, any payment of principal on the
Revolving Termination Date or any payment of interest, fees or other amounts (other than principal) due to the Lenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments
pursuant to Section 1.8 (other than under subsection 1.8(b)) may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders); 

(iii) reduce the principal of, or the rate of interest specified herein (it being agreed that waiver of the default
interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, or of any fees or other amounts payable hereunder or under any other Loan Document, including L/C
Reimbursement Obligations; 
 (iv) change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder; 
 (v)
amend this Section 9.1 or the definition of Required Lenders or any provision providing for consent or other action by all Lenders; or 

(vi) discharge any Credit Party from its respective payment Obligations under the Loan Documents, or release all or
substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents; 
 it
being agreed that all Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (iv), (v) and (vi). 
  


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 (b) No amendment, waiver or consent shall, unless in writing and signed by the Appropriate
Agent, the applicable Swingline Lender or the applicable L/C Issuer, as the case may be, in addition to the Required Lenders or all Lenders directly affected thereby, as the case may be (or by Agents with the consent of the Required Lenders or all
the Lenders directly affected thereby, as the case may be), affect the rights or duties of such Agent, such Swingline Lender or such L/C Issuer, as applicable, under this Agreement or any other Loan Document. No amendment, modification or waiver of
this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Rate Contracts resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any
Secured Swap Provider becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner adverse to any Secured Swap Provider, shall be effective without the written consent of such Secured Swap
Provider or, in the case of a Secured Rate Contract provided or arranged by GE Capital or an Affiliate of GE Capital, GE Capital. 

(c) No amendment or waiver shall, unless signed by US Agent and Required US Lenders (or by US Agent with the consent of Required US
Lenders) in addition to the Required Lenders (or by US Agent with the consent of the Required Lenders): (i) amend or waive compliance with the conditions precedent to the obligations of Lenders to make any US Revolving Loan (or of any US L/C
Issuer to issue any Letter of Credit) in Section 2.2; (ii) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of US Lenders to make any US Revolving Loan (or of any US L/C Issuer
to issue any Letter of Credit) in Section 2.2; (iii) amend or waive this subsection 9.1(c) or the definitions of the terms used in this subsection 9.1(c) insofar as the definitions affect the substance of this subsection 9.1(c); and
(iv) change the definition of the term Required US Lenders. 
 (d) No amendment or waiver shall, unless signed by Canadian
Agent and Required Canadian Lenders (or by Canadian Agent with the consent of Required Canadian Lenders) in addition to the Required Lenders (or by Canadian Agent with the consent of the Required Lenders): (i) amend or waive compliance with the
conditions precedent to the obligations of Lenders to make any Canadian Revolving Loan (or of any Canadian L/C Issuer to issue any Letter of Credit) in Section 2.2; (ii) waive any Default or Event of Default for the purpose of satisfying
the conditions precedent to the obligations of Canadian Lenders to make any Canadian Revolving Loan (or of any Canadian L/C Issuer to issue any Letter of Credit) in Section 2.2; (iii) amend or waive this subsection 9.1(d) or the
definitions of the terms used in this subsection 9.1(d) insofar as the definitions affect the substance of this subsection 9.1(d); and (iv) change the definition of the term Required Canadian Lenders. 

(e) Notwithstanding anything to the contrary contained in this Section 9.1, (x) the Borrower may amend Schedules 3.19 and 3.21
upon notice to Agents, (y) each Agent may amend Schedule 1.1(b) to reflect Sales entered into pursuant to Section 9.9, and (z) Agents and the Borrowers may amend or modify this Agreement and any other Loan Document to (1) cure
any ambiguity, omission, defect or inconsistency therein, or (2) grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional property for the benefit of the Secured Parties or join additional Persons as
Credit Parties. 
  

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 9.2 Notices. 

(a) Addresses. All notices and other communications required or expressly authorized to be made by this
Agreement shall be given in writing, unless otherwise expressly specified herein, and (i) addressed to the address set forth on the applicable signature page hereto, (ii) posted to
Intralinks® (to the extent such system is available and set up by or at the direction of Agents prior to
posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-code fax coversheet or using such other means of posting
to Intralinks® as may be available and reasonably acceptable to Agents prior to such posting, (iii) posted
to any other E-System approved by or set up by or at the direction of an Agent or (iv) addressed to such other address as shall be notified in writing (A) in the case of the Borrowers, Agents and the Swingline Lenders, to the other parties
hereto and (B) in the case of all other parties, to the Borrowers and Agents; provided, notices sent to the Borrowers of the existence of an Event of Default, the imposition of default interest, the election of Agents and/or Required Lenders to
suspend the making of Revolving Loans and the issuance of Letters of Credit in accordance with Section 2.2 and the exercise by either Agent and/or Required Lenders of their respective enforcement rights and remedies hereunder shall not be
provided solely via Intralinks®. Transmissions made by electronic mail or E-Fax to an Agent shall be effective
only (x) for notices where such transmission is specifically authorized by this Agreement, (y) if such transmission is delivered in compliance with procedures of such Agent applicable at the time and previously communicated to Borrowers,
and (z) if receipt of such transmission is acknowledged by such Agent. 
 (b) Effectiveness. (i) All
communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand,
upon personal delivery, (ii) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (iii) if delivered by mail, when deposited in the mail, (iv) if delivered by facsimile (other
than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the Business Day of such posting and
the Business Day access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to an Agent pursuant to Article I shall be
effective until received by such Agent. 
 (ii) The posting, completion and/or submission by any Credit Party of any
communication pursuant to an E-System shall constitute a representation and warranty by the Credit Parties that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided, given or made by a
Credit Party in connection with any such communication is true, correct and complete except as expressly noted in such communication or E-System. 

(c) Each Lender shall notify Agents in writing of any changes in the address to which notices to such Lender should be directed, of
addresses of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative information as an Agent shall reasonably request. 

 

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 9.3 Electronic Transmissions. 

(a) Authorization. Subject to the provisions of subsection 9.2(a), each of Agents, Lenders, each Credit Party and each of their
Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Credit Party
and each Secured Party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it
assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions. 
 (b) Signatures.
Subject to the provisions of subsection 9.2(a), (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any
requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the
PPSA, the Electronic Commerce Act, 2000 (Ontario), the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter,
(ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which
each Agent, each other Secured Party and each Credit Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have
the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions
of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any
E-System or E-Signature has been altered after transmission. 
 (c) Separate Agreements. All uses of an E-System shall be
governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time
to time, including on such E-System) and related Contractual Obligations executed by an Agent and Credit Parties in connection with the use of such E-System. 

(d) LIMITATION OF LIABILITY. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND
“AS AVAILABLE”. NONE OF AGENTS, ANY LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY
OF ANY KIND IS MADE BY AGENTS, ANY LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY
RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. Each of the Borrowers, each other Credit Party executing this Agreement and each 

 

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Secured Party agrees that no Agent has responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or
otherwise required for any E-System. 
 9.4 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of an Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege. No course of dealing between any Credit Party, any Affiliate of any Credit Party, an Agent or any Lender shall be effective to amend, modify or discharge any
provision of this Agreement or any of the other Loan Documents. 
 9.5 Costs and Expenses. Any action taken by any Credit
Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of an Agent, Required Lenders, Required US Lenders or Required Canadian Lenders shall be at the expense of such Credit Party, and neither an
Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse upon
demand (a) each Agent for all reasonable, documented out-of-pocket costs and expenses incurred by it or any of its Related Persons, in connection with the investigation, development, preparation, negotiation, syndication, execution or
administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction
contemplated therein, in each case including Attorney Costs of Agents, the cost of environmental audits, Collateral audits and appraisals, background checks and similar expenses, to the extent permitted hereunder, (b) each Agent for all
reasonable costs and out-of-pocket expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the reasonable, documented
out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by such Agent for its examiners) to the extent required by the terms hereof, (c) each of each Agent, its Related Persons, and L/C Issuer for all
reasonable, documented costs and out-of-pocket expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or
preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action
with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or Related Transaction (or the response to and preparation for any
subpoena or request for document production relating thereto), including Attorney Costs and (d) fees and disbursements of Attorney Costs of one law firm on behalf of all Lenders (other than Agent) incurred in connection with any of the matters
referred to in clause (c) above. 
  

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 9.6 Indemnity 

(a) Each Credit Party agrees to indemnify, hold harmless and defend each Agent, each Lender, each L/C Issuer and each of their respective
Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any
matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Related Agreement, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the
use of any Letter of Credit or any securities filing of, or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any
broker, finder or consultant, in each case entered into by or on behalf of any Credit Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other
Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including
attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory
thereof, including common law, equity, contract, tort or otherwise or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however,
that no Credit Party shall have any liability under this Section 9.6 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise
liable), to the extent such liability has resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each of
the Borrowers and each other Credit Party executing this Agreement waives and agrees not to assert against any Indemnitee, and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution with respect
to any Liabilities that may be imposed on, incurred by or asserted against any Related Person, to the extent such liability has resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, as determined by a court of
competent jurisdiction in a final non-appealable judgment or order. 
 (b) Without limiting the foregoing, “Indemnified
Matters” includes all Environmental Liabilities, including those arising from, or otherwise involving, any property of any Credit Party or any Related Person of any Credit Party or any actual, alleged or prospective damage to property or
natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any Real Estate of any Credit Party or any Related Person of
any Credit Party, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Credit Party or any Related Person of
any Credit Party or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by Agent or
following Agent or any Lender having become the successor-in-interest to any Credit Party or any Related Person of any Credit Party and (ii) are attributable solely to acts of such Indemnitee. 

 

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 9.7 Marshaling; Payments Set Aside. No Secured Party shall be under any obligation to
marshal any property in favor of any Credit Party or any other Person or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from Borrower, from any other Credit Party, from the proceeds of the
Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a
trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if
such payment had not occurred. 
 9.8 Successors and Assigns. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns; provided that any assignment by any Lender shall be subject to the provisions of Section 9.9, and provided further that no Borrower may assign or transfer
any of its rights or obligations under this Agreement without the prior written consent of each Agent and each Lender. 
 9.9
Assignments and Participations; Binding Effect. 
 (a) Binding Effect. This Agreement shall become effective when
it shall have been executed by Holdings, the Borrowers, the other Credit Parties signatory hereto and Agents and when US Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure
to the benefit of, but only to the benefit of, Holdings, the Borrowers, the other Credit Parties hereto (in each case except for Article VIII), each Agent, each Lender and each L/C Issuer party hereto and, to the extent provided in
Section 8.11, each other Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 8.9), none of Holdings, the Borrowers, any other Credit
Party, any L/C Issuer or Agents shall have the right to assign any rights or obligations hereunder or any interest herein. 

(b) Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and
obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any
Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender)or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to Agents and each L/C Issuer that is a
Lender and, as long as no Specified Event of Default is continuing, the Borrowers (which acceptances of L/C Issuer and the Borrowers shall be deemed to have been given unless an objection is delivered to US Agent within five (5) Business Days
after notice of a proposed Sale is delivered to the Borrowers); provided, however, that (v) such Sales must be ratable among the obligations owing to and owed by such Lender (and its Affiliates and Approved Funds) with respect to
US Revolving Loans and Canadian Revolving Loans (and the Commitments with respect thereto), (w) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans,
Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000 with respect to each of the US Revolving Loan Commitment and the Canadian Revolving Loan Commitment, unless such Sale is made to an
existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its 

 

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Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of the Borrowers (to the extent Borrowers’ consent is otherwise required) and Agents,
(x) interest accrued prior to and through the date of any such Sale may not be assigned, (y) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lenders shall be subject to Agents’
prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v) and (z) the Borrowers’ consent shall
be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to an assignment to (I) any Person identified on the List of Identified Financial Institutions prepared by Borrowers and delivered to
US Agent prior to the Closing Date (as such list is in effect on the Closing Date without any revision or update thereto not consented to in writing by US Agent in its sole discretion), which List of Identified Financial Institutions shall be
provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request and (II) a Person (A) who is set forth on the List of Competitors (which List of Competitors shall be provided to any Lender (or
prospective Lender) upon such Lender’s (or prospective Lender’s) request) prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list may be updated not more than two (2) times during any twelve
(12) consecutive month period; provided any new Person added to such list shall be reasonably determined by US Agent and Borrowers to be in direct competition with the business of the Borrowers as conducted on the date hereof) (each Person
included on such List of Competitors, a “Competitor”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of a Competitor (such Person, a “Competitor Owner”), (C) a Person who is
controlled by a Competitor Owner (for the purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (D) a direct or indirect Subsidiary of
a Competitor; provided, further, that the List of Identified Financial Institutions shall not be permitted to be updated more than one (1) time during any twelve (12) consecutive month period or, in any event, without the consent of US
Agent. Neither any Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clauses (I) or (II), nor shall any Agent or any assigning Lender incur any liability to
any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clauses (I) or (II), it being agreed to and understood that the applicable Assignment shall contain representations and warranties by the
assignee Lender that it is not a Person described in the preceding clauses (I) or (II) and such assignee Lender shall be solely liable for any breach of such representation and warranty. An Agent’s refusal to accept a Sale to a Credit
Party, an Affiliate of a Credit Party, a holder of Subordinated Indebtedness or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on
voting) upon Sales to such Persons, shall not be deemed to be unreasonable.  
 (c) Procedure. The parties to each
Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Appropriate Agent an Assignment via an electronic settlement system designated by Agents (or, if
previously agreed with Agents, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to Agents), any tax forms required to be
delivered pursuant to Section 10.1 and payment of an assignment fee in the amount of $3,500 to the Appropriate Agent, unless waived or reduced by such Agent; provided that (i) if a Sale by a Lender is made

  

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to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale, and (ii) if a Sale by a Lender is made to an assignee that is
not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such Assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale (unless waived or reduced by
Agent). Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is made in accordance with clause (iii) of subsection 9.9(b), upon Agents (and the Borrowers, if applicable) consenting to such Assignment,
from and after the effective date specified in such Assignment, Agent shall record or cause to be recorded in the Register the information contained in such Assignment to the extent applicable. 

(d) Effectiveness. Subject to the recording of an Assignment by US Agent in the Register pursuant to subsection 1.4(b) to the
extent applicable, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and
obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it
pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to
events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party
hereto). 
 (e) Grant of Security Interests. In addition to the other rights provided in this Section 9.9, each
Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal
reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Indebtedness or equity securities, by notice to Agents;
provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be
entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder. 
 (f)
Participants and SPVs. In addition to the other rights provided in this Section 9.9, each Lender may, (x) with notice to Agents, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be
required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive
payment with respect to any Obligation and (y) without notice to or consent from Agents or the Borrowers, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all
its rights and obligations with respect to the Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant
shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, 

 

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none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Secured Parties
towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such
participant and SPV shall be entitled to the benefit of Article X, but, with respect to Section 10.1, only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to subsection 10.1(f) and then
only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded
by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above)
shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent
hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to
enforce or direct enforcement of the Obligations), except for those described in clauses (ii) and (iii) of subsection 9.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise
be entitled and, in the case of participants, except for those described in clause (vi) of subsection 9.1(a). No party hereto shall institute (and the Borrowers and Holdings shall cause each other Credit Party not to institute) against any SPV
grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such
SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding
(including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations. 

9.10 Non-Public Information; Confidentiality. 

(a) Non-Public Information. Each Agent, each Lender and each L/C Issuer acknowledges and agrees that it may receive material
non-public information (“MNPI”) hereunder concerning the Credit Parties and their Affiliates and agrees to use such information in compliance with all relevant policies, procedures and applicable Requirements of Laws (including United
States federal and state securities laws and regulations). 
 (b) Confidential Information. Each Lender, each L/C Issuer
and each Agent agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Credit Party as
confidential, except that such information may be disclosed (i) with the Borrowers’ consent, (ii) to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to issue Letters
of Credit hereunder, that are advised of the confidential nature of such information and are instructed to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information

  

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presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender, L/C Issuer or Agent or any of
their Related Persons, as the case may be, from a source (other than any Credit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal
process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements, (vi) (A) to the National Association of Insurance Commissioners or any similar
organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that does not identify Credit Parties, (vii) to current or prospective assignees, SPVs
(including the investors or prospective investors therein) or participants, direct or contractual counterparties to any Secured Rate Contracts and to their respective Related Persons, in each case to the extent such assignees, investors,
participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 9.10 (and such Person may disclose information to their respective Related Persons in accordance with clause
(ii) above), (viii) to any other party hereto, and (ix) in connection with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such Lender, L/C
Issuer or Agent or any of their Related Persons is a party or bound, or to the extent necessary to respond to public statements or disclosures by Credit Parties or their Related Persons referring to a Lender, L/C Issuer or Agent or any of their
Related Persons. In the event of any conflict between the terms of this Section 9.10 and those of any other Contractual Obligation entered into with any Credit Party (whether or not a Loan Document), the terms of this Section 9.10 shall
govern. 
 (c) Tombstones. Each Credit Party consents to the publication by Agents or any Lender of advertising material
relating to the financing transactions contemplated by this Agreement using a Borrower’s or any other Credit Party’s name, product photographs, logo or trademark. An Agent or such Lender shall provide a draft of any advertising material to
Borrowers within a reasonable period of time prior to publication for review and consent (which consent shall not be unreasonably withheld) prior to the publication thereof. 

(d) Press Release and Related Matters. No Credit Party shall, and no Credit Party shall permit any of its Affiliates to, issue any
press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities of any Credit Party) using the name, logo or otherwise referring to GE Capital, GE Canada or of any
of their Affiliates, the Loan Documents or any transaction contemplated therein to which Agent is party without the prior consent of GE Capital or GE Canada, as applicable, except to the extent required to do so under applicable Requirements of Law
and then, only after consulting with GE Capital or GE Canada, as applicable. 
 (e) Distribution of Materials to Lenders and
L/C Issuers. The Credit Parties acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Credit Parties hereunder (collectively, the
“Borrower Materials”) may be disseminated by, or on behalf of, Agents, and made available, to the Lenders and the L/C Issuers by posting such Borrower Materials on an E-System. The Credit Parties authorize Agents to download copies of
their logos from its website and post copies thereof on an E-System. 
  

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 (f) Material Non-Public Information. The Credit Parties hereby agree that if either
they, any parent company or any Subsidiary of the Credit Parties has publicly traded equity or debt securities in the United States, they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing,
and (ii) to the extent reasonably practicable, clearly and conspicuously mark such Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities
laws as “PUBLIC”. The Credit Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agents, the Lenders and the L/C
Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Credit Parties further represent, warrant, acknowledge and agree that the following documents
and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature
prepared by the Credit Parties or Agents (including, Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests, Swingline requests and any similar requests or notices posted on or through an E-System). Before distribution of any
Borrower Materials, the Credit Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing
distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein. 
 9.11
Set-off; Sharing of Payments. 
 (a) Right of Setoff. Each of each Agent, each Lender, each L/C Issuer and each
Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default
and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations
at any time owing by such Agent, such Lender, such L/C Issuer or any of their respective Affiliates to or for the credit or the account of a Borrower or any other Credit Party against any Obligation of any Credit Party now or hereafter existing,
whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or L/C Issuer shall exercise any such right of setoff without the prior consent of Agents or
Required Lenders. Each of each Agent, each Lender and each L/C Issuer agrees promptly to notify the Borrowers and Agents after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such
notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agents, the Lenders, the L/C Issuer, their
Affiliates and the other Secured Parties, may have. 
 (b) Sharing of Payments, Etc. If any Lender, directly or through
an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined
under the applicable UCC) of Collateral) other than pursuant to Section 9.9 or Article X and such payment exceeds the amount such Lender would have been 

 

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entitled to receive if all payments had gone to, and been distributed by, Agents in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders
such participations in their Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agents and applied in accordance with this Agreement (or, if
such application would then be at the discretion of the Borrowers, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole
or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able
to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Credit Party in the amount of such participation. If a Non-Funding Lender
receives any such payment as described in the previous sentence, such Lender shall turn over such payments to the Appropriate Agent in an amount that would satisfy the cash collateral requirements set forth in subsection 1.11(e). 

9.12 Counterparts; Facsimile Signature. This Agreement may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to
a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. 

9.13 Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required
hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder. 

9.14 Captions. The captions and headings of this Agreement are for convenience of reference only and shall not affect the
interpretation of this Agreement. 
 9.15 Independence of Provisions. The parties hereto acknowledge that this Agreement
and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except as expressly
stated to the contrary in this Agreement. 
 9.16 Interpretation. This Agreement is the result of negotiations among and
has been reviewed by counsel to Credit Parties, Agents, each Lender and other parties hereto, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed against the Lenders or Agents
merely because of Agents’ or Lenders’ involvement in the preparation of such documents and agreements. Without limiting the generality of the foregoing, each of the parties hereto has had the advice of counsel with respect to Sections 9.18
and 9.19. 
  

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 9.17 No Third Parties Benefited. This Agreement is made and entered into for the sole
protection and legal benefit of the Borrowers, the Lenders, the L/C Issuers party hereto, Agents and, subject to the provisions of Section 8.11, each other Secured Party, and their permitted successors and assigns, and no other Person
shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. None of the Agents or any Lender shall have any obligation to any
Person not a party to this Agreement or the other Loan Documents. 
 9.18 Governing Law and Jurisdiction. 

(a) Governing Law. The laws of the State of Illinois shall govern all matters arising out of, in connection with or relating to
this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement. 
 (b)
Submission to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of Illinois, City of Chicago, Illinois, or of the United States of America sitting in
Chicago, Illinois and, by execution and delivery of this Agreement, the Borrowers and each other Credit Party executing this Agreement hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts; provided that nothing in this Agreement shall limit the right of Agents to commence any proceeding in the federal or state courts of any other jurisdiction to the extent an Agent determines that such action is necessary or
appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each other Credit Party) hereby irrevocably waive any objection, including any objection to the
laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions. 

(c) Service of Process. Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons,
notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Loan
Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of the Borrowers specified herein (and shall be effective when such mailing shall
be effective, as provided therein). Each Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 (d) Non-Exclusive Jurisdiction. Nothing contained in this Section 9.18 shall affect the right of an Agent or any
Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction. 

9.19 Waiver of Jury Trial. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS 
  

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AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE. 
 9.20 Entire Agreement; Release; Survival. 

(a) THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE
SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY CREDIT PARTY AND ANY LENDER OR ANY L/C ISSUER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF
SUBSTANTIALLY SIMILAR FORM, PURPOSE OR EFFECT OTHER THAN THE FEE LETTER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN (UNLESS SUCH TERMS OF SUCH OTHER LOAN
DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH). 

(b) Execution of this Agreement by the Credit Parties constitutes a full, complete and irrevocable release of any and all claims which
each Credit Party may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. In no event shall any Indemnitee be liable on any
theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each of the Borrowers and each other Credit Party signatory hereto hereby waives, releases and agrees
(and shall cause each other Credit Party to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

 (c)(i) Any indemnification or other protection provided to any Indemnitee pursuant to this Section 9.20, Sections 9.5
(Costs and Expenses), and 9.6 (Indemnity), and Articles (VIII) Agent and X (Taxes, Yield Protection and Illegality), and (ii) the provisions of Section 8.1 of the Guaranty and Security Agreement, in each case, shall (x) survive the
termination of the Commitments and the payment in full of all other Obligations and (y) with respect to clause (i) above, inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and,
thereafter, its successors and permitted assigns. 
 9.21 Patriot Act. Each Lender that is subject to the Patriot Act and
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) hereby notifies the Credit Parties that pursuant to the requirements of such laws, it is required to obtain, verify and record information that identifies each Credit Party,
which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with each such Act. 

 

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 9.22 Replacement of Lender. Within forty-five days after: (i) receipt by the a
Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (other than an Agent or an Affiliate of an
Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected
thereby, as applicable) is required with respect thereto, such Borrower may, at its option, notify Agents and such Affected Lender (or such non-consenting Lender) of such Borrower’s intention to obtain, at such Borrower’s expense, a
replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender), which Replacement Lender shall be reasonably satisfactory to Agents. In the event such Borrower obtains a Replacement Lender within
forty-five (45) days following notice of its intention to do so, the Affected Lender (or such non-consenting Lender) shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that such Borrower has reimbursed
such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9
within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this
Section 9.22, such Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by such Borrower, the Replacement Lender and the Appropriate Agent, shall be
effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, an Agent or a Borrower may, but shall not be obligated to, obtain a
Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender or an Impacted Lender (unless notice is not practicable under the
circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par; provided, such Replacement Lender identified by a Borrower shall be reasonably acceptable to the Agents. Upon any such assignment
and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall
survive. 
 9.23 Joint and Several. The obligations of (a) the Credit Parties hereunder and under the other Loan
Documents are joint and several with respect to such Credit Parties in accordance and to the extent set forth herein and in the other Loan Documents and (b) the Canadian Credit Parties are joint and several with respect to such Credit Parties
in accordance and to the extent set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, reference is hereby made to Article II of the Guaranty and Security Agreement, to which the obligations of Borrower
and the other Credit Parties are subject. 
 9.24 Creditor-Debtor Relationship. The relationship between each Agent, each
Lender and the L/C Issuer, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and debtor. No Secured Party has any fiduciary relationship or duty to any Credit Party arising out of or in connection with, and there
is no agency, tenancy or joint venture relationship between the Secured Parties and the Credit Parties by virtue of, any Loan Document or any transaction contemplated therein. 

 

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 9.25 Risk Participation. 

(a) Prior to the occurrence of a Reallocation Event, all payments of principal, accrued interest and fees, including all optional and
mandatory prepayments of principal made pursuant to Section 1.7 and 1.8 of this Agreement, shall be applied in accordance with the terms of this Agreement (other than this Section 9.25). 

(b) On the date of a Reallocation Event, the Lenders shall automatically be deemed to have purchased and sold (without any obligation to
advance funds), effective as of the date of such Reallocation Event, sufficient participations in the other Loans so that, as a result of such purchases and sales, all of the Lenders of each Loan will hold an interest in each of the Revolving Loans
in proportion to their respective Reallocation Percentages. 
 (c) After the occurrence of a Reallocation Event, subject to
subsection 1.10(c), all payments made with respect to the Loans and proceeds of Collateral securing the Loans shall be applied by the Agents to each Loan and distributed by the Agents to all of the Lenders in accordance with their respective
Reallocation Percentages (it being understood that neither payments made by the Canadian Borrower nor proceeds of the Canadian Borrower’s or any of its Subsidiary’s shall be applied to the US Loans; it being understood and agreed, however,
that in the case of any such Foreign Subsidiary all of the outstanding voting equity interest of which are owned by a Credit Party that is incorporated or otherwise organized under the laws of a State of the United States of America, payments with
respect to or proceeds of 65% of such Subsidiary’s outstanding voting equity interest and 100% of such Foreign Subsidiary’s outstanding non-voting equity interest may be applied to the US Loans). 

(d) Each Lender holding a participation acquired pursuant to this Section 9.25 shall be deemed to be a holder of such participation
for all purposes of this Agreement. 
 (e) Each Lender’s obligations to purchase participations or to make
post-Reallocation Event advances under this Agreement are, subject to all applicable laws, absolute and unconditional, shall be made without setoff, counterclaim or deduction of any kind, and shall not be subject to the defense of commercial
frustration or failure of performance by any Credit Party or any so-called suretyship or similar equitable or legal discharges or defenses, including, without limitation, (i) the financial condition of any Credit Party at any time,
(ii) the insolvency or bankruptcy of any Credit Party or the inability of any Credit Party to pay its debts as they accrue, (iii) the discharge of any obligations of any Credit Party in any bankruptcy or other insolvency proceeding,
(iv) the invalidity of any documents evidencing or securing any obligations of any Credit Party under any of the Loan Documents, (v) any action or inaction of any Agent or any other Lenders under any of the Loan Documents, including the
release or other disposition of Collateral or lack of diligence in collection or realization for any obligations of any Credit Party, (vi) the dissolution or non-existence of any Credit Party as a legal entity, (vii) any amendment, renewal
or extension in respect of any of the Loan Documents, (viii) the adequacy of the Collateral to satisfy all or any of the Obligations, (ix) the loss or non-existence of any subrogation rights on behalf of any Lender, or (x) any fraud
or misappropriation of funds or property by or on behalf of any Credit Party. 
  

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 (f) All purchases of participations pursuant to this Section 9.25 shall be without
recourse or warranty of any kind or nature to the Lenders selling such participations, other than warranties of title and non-encumbrance with respect to the participations being purchased and sold. For the avoidance of doubt in respect of any
participation transferred under this Section 9.25, subject to clause (d) of this Section 9.25, the transferor of such participation shall, for purposes of this Agreement, remain the Lender of record. 

(g) The Credit Parties shall have no obligations under this Section 9.25. 

ARTICLE X - 

TAXES, YIELD PROTECTION AND ILLEGALITY 

10.1 Taxes. 

(a) Except as otherwise provided in this Section 10.1, each payment by any Credit Party under any Loan Document shall be made free
and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, but excluding the taxes set forth in clauses (i),
(ii) and (iii) below, the “Taxes”) other than for (i) taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a
result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely
from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) taxes that are directly attributable to the failure (other than, as a result of a change in any
Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, or (iii) any taxes imposed as a result of the failure (other than, as a result of a change in any Requirement of
Law) of any Non-U.S. Lender Party to satisfy the information gathering and reporting requirements as set forth in sections 1471 through 1474 of the Code. 

(b) If any Taxes shall be required by law to be deducted from or in respect of any amount payable under any Loan Document to any Secured
Party (i) such amount shall be increased as necessary to ensure that, after all required deductions for Taxes are made (including deductions applicable to any increases to any amount under this Section 10.1), such Secured Party receives
the amount it would have received had no such deductions been made, (ii) the relevant Credit Party shall make such deductions, (iii) the relevant Credit Party shall timely pay the full amount deducted to the relevant taxing authority or
other authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the relevant Credit Party shall deliver to the Appropriate Agent an original or certified copy of a receipt evidencing such
payment; provided, however, that no such increase shall be made with respect to, and no Credit Party shall be required to indemnify any Secured Party pursuant to clause (d) below for, withholding taxes to the extent that the obligation to
withhold amounts existed on the date that such Person became a ‘Secured Party” under this Agreement in the capacity under which such Person makes a claim under this clause (b), except in each case to the extent such

  

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Person is a direct or indirect assignee (other than pursuant to Section 9.22) of any other Secured Party and to the extent such Secured Party was entitled, at the time the assignment to such
Person became effective, to receive additional amounts under this clause (b). 
 (c) In addition, the Borrowers agree to pay,
and authorize each Agent to pay in their name, any stamp, documentary, excise or property tax, charges or similar levies imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by
reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”). The
Swingline Lenders may, without any need for notice, demand or consent from the Borrowers, by making funds available to the Appropriate Agent in the amount equal to any such payment, make a Swing Loan to the applicable Borrower in such amount, the
proceeds of which shall be used by such Agent in whole to make such payment. Within 30 days after the date of any payment of Taxes or Other Taxes by any Credit Party, the Borrowers shall furnish to Agents, at its address referred to in
Section 9.2, the original or a certified copy of a receipt evidencing payment thereof. 
 (d) The Borrowers shall reimburse
and indemnify, within 30 days after receipt of demand therefor (with copy to Agents), each Secured Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 10.1)
paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate of the Secured Party (or of an Agent on behalf of such Secured
Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Borrowers with copy to Agents, shall be conclusive, binding and final for all purposes, absent manifest error. In
determining such amount, such Agent and such Secured Party may use any reasonable averaging and attribution methods. 
 (e) Any
Lender claiming any additional amounts payable pursuant to this Section 10.1 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its lending office if such a change
would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender. 

(f)(i) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or,
after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder,
(x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this
clause (i) and (z) from time to time if requested by the US Borrower or US Agent (or, in the case of a participant or SPV, the relevant Lender), provide US Agent and the US Borrower (or, in the case of a participant or SPV, the relevant
Lender) with two completed originals of each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming exemption
from, or a 
  

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reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY or any successor forms, (B) in the case of a Non-U.S. Lender Party claiming exemption under Sections 871(h) or
881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to US Agent that such Non-U.S. Lender Party is not
(1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax
or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrowers and Agents have received forms or other documents satisfactory to them indicating that payments under any Loan
Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Credit Parties and Agents shall withhold amounts required to be withheld by
applicable Requirements of Law from such payments at the applicable statutory rate. 
 (ii) Each U.S. Lender Party shall
(A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any
event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the US Borrower or an Agent (or, in the case of a participant or SPV, the
relevant Lender), provide Agents and the Borrowers (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup
withholding tax) or any successor form. 
 (iii) Each Lender having sold a participation in any of its Obligations or identified
an SPV as such to the Appropriate Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to Appropriate Agent. 

(g) If an Agent or any Lender receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with
respect to which the Borrowers have paid additional amounts pursuant to this Section 10.1 and provided no Event of Default shall have occurred and be continuing, such Agent or such Lender, as applicable, shall pay to the applicable Borrower an
amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
of the Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental authority with respect to such refund); provided, the Borrowers, upon the request of an Agent or such Lender,
shall repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Appropriate Agent or such Lender in the event such Agent or such Lender is required to repay such
refund to such Governmental Authority. This paragraph shall not be construed to require the Agents or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any
other Person. 
  

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 10.2 Illegality. If after the date hereof any Lender shall determine that the
introduction of any Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for
any Lender or its Lending Office to make LIBOR Rate Loans, then, on notice thereof by such Lender to the US Borrower through US Agent, the obligation of that Lender to make LIBOR Rate Loans shall be suspended until such Lender shall have notified US
Agent and the US Borrower that the circumstances giving rise to such determination no longer exists. 
 (a) Subject to clause
(c) below, if any Lender shall determine that it is unlawful to maintain any LIBOR Rate Loan, the US Borrower shall prepay in full all LIBOR Rate Loans of such Lender then outstanding, together with interest accrued thereon, either on the last
day of the Interest Period thereof if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Rate Loans, together with any amounts required to
be paid in connection therewith pursuant to Section 10.4. 
 (b) If the obligation of any Lender to make or maintain LIBOR
Rate Loans has been terminated, the US Borrower may elect, by giving notice to such Lender through US Agent that all Loans which would otherwise be made by any such Lender as LIBOR Rate Loans shall be instead Base Rate Loans. 

(c) Before giving any notice to US Agent pursuant to this Section 10.2, the affected Lender shall designate a different Lending
Office with respect to its LIBOR Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender. 

10.3 Increased Costs and Reduction of Return. 

(a) If any Lender or L/C Issuer shall determine that, due to either (i) the introduction of, or any change in, or in the
interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or
(ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the
Borrowers shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Agents), pay to the Appropriate Agent for the account of such Lender or L/C
Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrowers shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any
increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrowers, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided,
further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

 

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 (b) If any Lender or L/C Issuer shall have determined that: 

(i) the introduction of any Capital Adequacy Regulation; 

(ii) any change in any Capital Adequacy Regulation; 

(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other
Governmental Authority charged with the interpretation or administration thereof; or 
 (iv) compliance by such
Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation; 

affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and
(taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a
consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agents), the Borrowers shall pay to such Lender or L/C Issuer, from time
to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrowers shall not be required to
compensate any Lender or L/C Issuer pursuant to this subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrowers, in writing of the amounts and of such Lender’s or L/C
Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

 10.4 Funding Losses. The Borrowers agree to reimburse each Lender and to hold each Lender harmless from any loss or
expense which such Lender may sustain or incur as a consequence of: 
 (a) the failure of a Borrower to make any payment or
mandatory prepayment of principal of any LIBOR Rate Loan or BA Rate Loan (including payments made after any acceleration thereof); 

(b) the failure of a Borrower to borrow, continue or convert a Loan after a Borrower has given (or is deemed to have given) a Notice of
Borrowing or a Notice of Conversion/Continuation; 
 (c) the failure of the Borrower to make any prepayment after the Borrower
has given a notice in accordance with Section 1.7; 
 (d) the prepayment (including pursuant to Section 1.8) of a
LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto, or a BA Rate Loan on a day which is not the last day of the BA Period with respect thereto; or 

 

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 (e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan,
or of any BA Rate Loan to a Canadian Prime Rate Loan, on a day that is not the last day of the applicable Interest Period or BA Period, as applicable; 

including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or
from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two
(2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender
(and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank
Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded. 

10.5 Inability to Determine Rates. If US Agent shall have determined in good faith that for any reason adequate and reasonable
means do not exist for ascertaining the LIBOR for any requested Interest Period with respect to a proposed LIBOR Rate Loan or that the LIBOR applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR
Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, US Agent will forthwith give notice of such determination to the US Borrower and each US Lender. Thereafter, the obligation of the Lenders
to make or maintain LIBOR Rate Loans hereunder shall be suspended until US Agent revokes such notice in writing. Upon receipt of such notice, the US Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by
it. If the US Borrower does not revoke such notice, the Lenders shall make, convert or continue the Loans, as proposed by the US Borrower, in the amount specified in the applicable notice submitted by the US Borrower, but such Loans shall be made,
converted or continued as Base Rate Loans. 
 10.6 Reserves on LIBOR Rate Loans. The Borrowers shall pay to each Lender,
as long as such Lender shall be required under regulations of the Federal Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional costs on the unpaid principal amount of each LIBOR Rate Loan equal to actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be
conclusive absent manifest error), payable on each date on which interest is payable on such Loan provided the Borrower shall have received at least fifteen (15) days’ prior written notice (with a copy to US Agent) of such additional
interest from the Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest shall be payable fifteen (15) days from receipt of such notice. 

10.7 Certificates of Lenders. Any Lender claiming reimbursement or compensation pursuant to this Article X shall deliver to the
applicable Borrower (with a copy to the Appropriate Agent) a certificate setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest
error. 
  

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 ARTICLE XI - 

DEFINITIONS 

11.1 Defined Terms. The following terms are defined in the Sections or subsections referenced opposite such terms: 

 

			
	“Affected Lender”	  	9.22
	“Aggregate Excess Funding Amount”	  	1.1(c)
	“Borrower”	  	Preamble
	“Borrower Materials”	  	9.10(d)
	“Borrowing Base”	  	Exhibit 11.1(b)
	“Canadian Borrower”	  	Preamble
	“Canadian Borrowing Base”	  	1.1(b)
	“Canadian L/C Reimbursement Agreement”	  	1.1(e)
	“Canadian L/C Reimbursement Date”	  	1.1(e)
	“Canadian Lender”	  	Preamble
	“Canadian Revolving Loan”	  	1.1(b)
	“Canadian Revolving Loan Commitment”	  	1.1(b)
	“Canadian Swing Loan”	  	1.1(f)
	“Capital Expenditures	  	Exhibit 4.2(b)
	“EBITDA”	  	Exhibit 4.2(b)
	“Event of Default”	  	7.1
	“Fee Letter”	  	1.9(a)
	“Fixed Charge Coverage Ratio”	  	Exhibit 4.2(b
	“Holdings”	  	Recitals
	“Indemnified Matters”	  	9.6
	“Indemnitee”	  	9.6
	“Interest Coverage Ratio”	  	Exhibit 4.2(b)
	“Interest Expense”	  	Exhibit 4.2(b)
	“Investments”	  	5.4
	“L/C Request”	  	1.1(c)
	“L/C Sublimit”	  	1.1(c)
	“Lender”	  	Preamble
	“Letter of Credit Fee”	  	1.9(c)
	“Leverage Ratio”	  	Exhibit 4.2(b)
	“Management Advisor”	  	5.7(d)
	“Maximum Lawful Rate”	  	1.3(d)
	“Maximum Canadian Revolving Loan Balance”	  	1.1(b)
	“Maximum US Revolving Loan Balance	  	1.1(b)
	“MNPI”	  	9.10(a)
	“Notice of Conversion/Continuation”	  	1.6(a)
	“Other Taxes”	  	10.1(b)
	“Permitted Liens”	  	5.1
	“Register”	  	1.4(b)
	“Restricted Payments”	  	5.11

  

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	“Replacement Lender”	  	9.22
	“Revolving Loan Commitment”	  	1.1(b)
	“Revolving Loan”	  	1.1(b)
	“Sale”	  	9.9(a)
	“Settlement Date”	  	1.11(b)
	“Swingline Request”	  	1.1(c)
	“Taxes”	  	10.1(a)
	“Unused Commitment Fee”	  	1.9(b)
	“US Borrower”	  	Preamble
	“US Borrowing Base”	  	1.1(b)
	“US L/C Reimbursement Agreement”	  	1.1(c)
	“US L/C Reimbursement Date”	  	1.1(c)
	“US Lender”	  	Preamble
	“US Revolving Loan”	  	1.1(b)
	“US Revolving Loan Commitment”	  	1.1(b)
	“US Swing Loan”	  	1.1(d)

 In addition to the terms defined elsewhere in this
Agreement, the following terms have the following meanings: 
 “ABN LC Facility” means that certain Credit Agreement
Letter dated as of December 15, 2005 by and among Thermon Europe B.V., Thermon Benelux B.V. and ABN AMRO Bank N.V. (including its successor, New HBU II N.V.), as amended, restated, supplemented or otherwise modified from time to time to the
extent not prohibited hereunder. 
 “Account” means, as at any date of determination, all “accounts” (as
such term is defined in the UCC or PPSA) of a Borrower and its Subsidiaries, including, without limitation, the unpaid portion of the obligation of a customer of such Borrower or any of its Subsidiaries in respect of Inventory purchased by and
shipped to such customer and/or the rendition of services by such Borrower or such Subsidiary, as stated on the respective invoice of such Borrower or such Subsidiary, net of any credits, rebates or offsets owed to such customer. 

“Account Debtor” means the customer of a Borrower or any of its Subsidiaries who is obligated on or under an Account.

 “Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or
indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the Stock and Stock Equivalents of any
Person or otherwise causing any Person to become a Subsidiary of the Borrower, or (c) a merger, amalgamation or consolidation or any other combination with another Person. 

“Additional Management Advisors” means, collectively, Thompson Street Capital Manager LLC, a Delaware limited liability
company, Crown Investment Series LLC – Series 4, a Delaware series limited liability company, and Star Investment Series LLC – Series 1, a Delaware series limited liability company. 

 

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 “Affiliate” means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction
of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. Without limitation, any director, executive officer or beneficial owner of five percent (5%) or more of the Stock
(either directly or through ownership of Stock Equivalents) of a Person shall for the purposes of this Agreement, be deemed to be an Affiliate of such Person. Notwithstanding the foregoing, neither any Agent nor any Lender shall be deemed an
“Affiliate” of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the provisions of the Loan Documents. 

“Agent” means the US Agent or the Canadian Agent. 

“Aggregate Availability” means, as of any date of determination, the amount by which (a) the lesser of (i) the
Aggregate US Revolving Loan Commitment and (ii) the sum of, without duplication, the US Dollar Equivalent of the aggregate Borrowing Bases of the Borrowers, exceeds (b) the sum of the US Dollar Equivalent of (i) the aggregate
outstanding principal of all Loans, (ii) the aggregate amount of all Letter of Credit Obligations, plus (iii) aggregate Reserves as established by the Agents. 

“Aggregate Canadian Revolving Loan Commitment” means the combined Canadian Revolving Loan Commitments of the Canadian Lenders,
which shall initially be in the amount of $20,000,000, as such amount may be reduced from time to time pursuant to this Agreement. 

“Aggregate US Revolving Loan Commitment” means the combined US Revolving Loan Commitments of the US Lenders, which shall
initially be in the amount of $40,000,000, as such amount may be reduced from time to time pursuant to this Agreement. 

“Applicable Margin” means: 

(a) with respect to US Revolving Loans, US Swing Loans, Dollar Denominated Canadian Loans and Canadian Swing Loans:
(i) if a Base Rate Loan, two and one-half percent (2.50%) per annum and (ii) if a LIBOR Rate Loan, three and one-half percent (3.50%) per annum; and 

(b) with respect to CDN $ Denominated Canadian Loans: (i) if a Canadian Prime Rate Loan, two and one-half percent
(2.50%) per annum and (ii) if a BA Rate Loan, three and one-half percent (3.50%) per annum. 
 Notwithstanding anything herein to
the contrary, Swing Loans may not be LIBOR Rate Loans or BA Rate Loans. 
  

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 “Applicable Minimum Availability Threshold” means the minimum Aggregate
Availability set forth opposite the aggregate Borrowing Bases (expressed as the US Dollar Equivalent thereof) of the Credit Parties as of the most recent fiscal month for which a Borrowing Base Certificate has been provided pursuant to
Section 4.2(d) in the table below: 
  

				
	 Aggregate Borrowing Bases of the Credit Parties
	  	Minimum Aggregate
Availability
	 Less than $30,000,000
	  	$	5,000,000
	 Greater than or equal to $30,000,000 but less than $35,000,000
	  	$	7,500,000
	 Greater than or equal to $35,000,000
	  	$	10,000,000


“Appropriate Agent” means (a) the US Agent with respect to advances, payments, enforcement and administration of US
Revolving Loans, US Swing Loans, US Revolving Loan Commitments, US Letters of Credit and any Collateral Documents in favor of US Agent and any communications with US Lenders and US Borrower, and (b) the Canadian Agent with respect to advances,
payments, enforcement and administration of Canadian Revolving Loans, Canadian Swing Loans, Canadian Revolving Loan Commitments, Canadian Letters of Credit and any Collateral Documents in favor of Canadian Agent and any communications with Canadian
Borrowers and Canadian Lenders. 
 “Approved Fund” means, with respect to any Lender, any Person (other than a natural
Person) that (a) (i) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business or (ii) temporarily warehouses loans for any
Lender or any Person described in clause (i) above and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than
an individual) that administers or manages such Lender. 
 “Assignment” means an assignment agreement entered into by
a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 9.9 (with the consent of any party whose consent is required by Section 9.9) and accepted by the Appropriate Agent, substantially in the
form of Exhibit 11.1(a) or any other form approved by Agents. 
 “Attorney Costs” means and includes all
reasonable fees and disbursements of any law firm or other external counsel. 
  

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 “BA Period” means with respect to any BA Rate Loan, the period commencing on the
Business Day such Loan is disbursed or continued or on the Conversion Date on which a Canadian Prime Rate Loan is converted to a BA Rate Loan and ending on the date one, two, three, or, if available to all applicable Lenders, six, nine or twelve
months thereafter, as selected by the Canadian Borrower in its Notice of Borrowing or Notice of Conversion/Continuation; provided that: 

(a) if any BA Period pertaining to a BA Rate Loan would otherwise end on a day which is not a Business Day, that BA Period shall be
extended to the next succeeding Business Day unless the result of such extension would be to carry such BA Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day; and 

(b) any BA Period pertaining to a BA Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end of such BA Period) shall end on the last Business Day of the calendar month at the end of such BA Period. 

“BA Rate” means, in respect of any BA Period applicable to a BA Rate Loan, the highest of (a) 1.50% per annum,
(b) the rate per annum determined by Canadian Agent by reference to the average rate quoted on the Reuters Monitor Screen (Page CDOR, or such other Page as may replace such Page on such Screen for the purpose of displaying Canadian interbank
bid rates for Canadian Dollar bankers’ acceptances) applicable to Canadian Dollars bankers’ acceptances with a term comparable to such BA Period as of 11:00 a.m. (Toronto time) two (2) Business Days before the first day of such BA
Period, or (c) the rate per annum determined by Canadian Agent by reference to the average rate quoted on the Reuters Monitor Screen (Page CDOR, or such other Page as may replace such Page on such Screen for the purpose of displaying Canadian
interbank bid rates for Canadian Dollar bankers’ acceptances) applicable to Canadian Dollars bankers’ acceptances with a BA Period of three months as of 10:00 a.m. (Toronto time) two (2) Business Days before the first day of such BA
Period. If for any reason the Reuters Monitor Screen rates are unavailable, BA Rate means the rate of interest determined by Canadian Agent that is equal to the arithmetic mean (rounded upwards to the nearest basis point) of the rates quoted by The
Bank of Nova Scotia, Royal Bank of Canada and Canadian Imperial Bank of Commerce in respect of Canadian Dollar bankers’ acceptances with a term comparable to such BA Period. No adjustment shall be made to account for the difference between the
number of days in a year on which the rates referred to in this definition are based and the number of days in a year on the basis of which interest is calculated in the Agreement. 

“BA Rate Loan” means a Loan that bears interest based on the BA Rate. 

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.). 

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street
Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15
(519) (Selected Interest Rates) as the 
  

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“bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by US Agent) or any similar release by the Federal Reserve Board (as
determined by US Agent), (b) the sum of 0.50% per annum and the Federal Funds Rate, and (c) the sum of (x) LIBOR calculated for each such day based on an Interest Period of three months determined two (2) Business Days prior
to such day (but for the avoidance of doubt, not less than one and one-half percent (1.50%) per annum), plus (y) the excess of the Applicable Margin for LIBOR Rate Loans over the Applicable Margin for Base Rate Loans, in each instance, as
of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “bank prime loan” rate, the Federal Funds Rate or LIBOR for an Interest Period of three months.

 “Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the
United States or otherwise) to which any Credit Party incurs or otherwise has any obligation or liability, contingent or otherwise. 

“Borrowing” means a borrowing hereunder consisting of Loans made to or for the benefit of a Borrower on the same day by the
Lenders pursuant to Article I. 
 “Borrowing Base Certificate” means a certificate of Holdings and the Borrowers, on
behalf of the Credit Parties, in substantially the form of Exhibit 11.1(b) hereto, duly completed. 
 “Business
Day” means any day other than a Saturday, Sunday or other day on which federal reserve banks or banks in the City of Toronto, Canada are authorized or required by law to close and, if the applicable Business Day relates to any LIBOR Rate
Loan, a day on which dealings are carried on in the London interbank market. 
 “Canadian Agent” means GE Canada in
its capacity as administrative agent for the Canadian Lenders hereunder, and any successor administrative agent. 

“Canadian Availability” means, as of any date of determination, the amount by which (a) the Maximum Canadian Revolving
Loan Balance, exceeds (b) the US Dollar Equivalent of the aggregate outstanding principal balance of all Canadian Revolving Loans. 

“Canadian Benefit Plans” means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or
unfunded, insured or uninsured, providing material employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Credit Party has any liability
with respect to any employee or former employee, but excluding any Canadian Pension Plans. 
 “Canadian Credit
Parties” means Holdings, the Borrowers and each other Person (other than a US Credit Party) (i) which executes a guaranty of the Canadian Obligations, (ii) which grants a Lien on all or substantially all of its assets to secure
payment of the Canadian Obligations and (iii) all of the Stock of which is pledged to Canadian Agent for the benefit of the Canadian Secured Parties. 

“Canadian Dollars” or “CDN $” means lawful currency of Canada. 

 

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 “Canadian L/C Issuer” means any Canadian Lender or an Affiliate thereof or a bank
or other legally authorized Person, in each case, reasonably acceptable to Canadian Agent, in such Person’s capacity as an issuer of Canadian Letters of Credit hereunder. 

“Canadian L/C Reimbursement Obligations” means, for any Canadian Letter of Credit, the obligation of the Canadian Borrower to
the Canadian L/C Issuer thereof or to Canadian Agent, as and when matured, to pay all amounts drawn under such Canadian Letter of Credit. 

“Canadian Letter of Credit” means documentary or standby letters of credit issued for the account of the Canadian Borrower by
Canadian L/C Issuers, and bankers’ acceptances issued by Canadian Borrower, for which Canadian Agent and Lenders have incurred Canadian Letter of Credit Obligations. 

“Canadian Letter of Credit Obligations” means all outstanding obligations incurred by Canadian Agent and Canadian Lenders at
the request of the Canadian Borrower, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of Canadian Letters of Credit by Canadian L/C Issuers or the purchase of a participation as set forth in
subsection 1.1(e) with respect to any Canadian Letter of Credit. The amount of such Canadian Letter of Credit Obligations shall equal the maximum amount that may be payable by Canadian Agent and Canadian Lenders thereupon or pursuant thereto.

 “Canadian Loans” means Canadian Revolving Loans and Canadian Swing Loans. 

“Canadian Obligations” means all Canadian Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants
and duties owing by any Credit Party to any Canadian Lender, Canadian Agent, any Canadian L/C Issuer or any other Person required to be indemnified, that arises under any Loan Document, whether or not for the payment of money, whether arising by
reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and
however acquired. 
 “Canadian Pension Plans” means each pension plan required to be registered under Canadian federal
or provincial law that is maintained or contributed to by a Credit Party for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of
Quebec, respectively. 
 “Canadian Prime Rate” means, for any day, a rate per annum equal to the highest of
(a) the annual rate of interest last quoted in the “Report on Business” section of The Globe and Mail as being Canadian “prime”, “chartered bank prime rate” or words of similar description or, if such rate
is no longer quoted therein, any similar rate quoted therein (as determined by Agent), (b) the BA Rate existing on such day in respect of a BA Period of 30 days plus 1.35% per annum, or (c) the sum of (x) the BA Rate calculated
for each such day based on a BA Period of 90 days determined two (2) Business Days (but for the avoidance of doubt, not less than one and one-half percent (1.50%) per annum, prior to such day, plus (y) the excess of the Applicable
Margin for BA Rate Loans over the Applicable Margin for Canadian Prime Rate Loans, in each instance, as of such day. Any change in any interest rate provided for in the Agreement based 

 

 115 








 
upon the Canadian Prime Rate shall take effect at the time of such change in the Canadian Prime Rate. No adjustments shall be made to account for the difference between the number of days in a
year on which the rates referred to in this definition are based and the number of days in a year on the basis of which interest is calculated in the Agreement. 

“Canadian Prime Rate Loan” means a Loan that bears interest based on the Canadian Prime Rate. 

“Canadian Revolving Note” means a promissory note of the Canadian Borrower payable to a Canadian Lender in substantially the
form of Exhibit 11.1(d) hereto, evidencing Indebtedness of the Canadian Borrower under the Canadian Revolving Loan Commitment of such Lender. 

“Canadian Secured Parties” means Canadian Agent, each Canadian Lender, each Canadian L/C Issuer and each other holder of a
Canadian Obligation. 
 “Canadian Subsidiaries” means Canadian Borrower (as the context may require) and any
Subsidiary incorporated, organized or otherwise formed under the laws of Canada or any province or territory thereof. 

“Canadian Swingline Commitment” means $5,000,000. 

“Canadian Swingline Lender” means, each in its capacity as Canadian Swingline Lender hereunder, GE Canada or, upon the
resignation of GE Canada as Canadian Agent hereunder, any Lender (or Affiliate or Approved Fund of any Lender) that agrees, with the approval of Canadian Agent (or, if there is no such successor Canadian Agent, the Required Canadian Lenders) and the
Canadian Borrower, to act as the Canadian Swingline Lender hereunder. 
 “Canadian Swingline Note” means a promissory
note of the Canadian Borrower payable to the Canadian Swingline Lender, in substantially the form of Exhibit 11.1(e) hereto, evidencing the Indebtedness of the Canadian Borrower to the Canadian Swingline Lender resulting from the Swing Loans made to
the Canadian Borrower by the Canadian Swingline Lender. 
 “Capital Adequacy Regulation” means any guideline, request
or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any Lender or of any corporation controlling a Lender.

 “Capital Lease” means any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital
lease; provided, for purposes of clarity, such classification shall be in accordance with GAAP as in effect on the date hereof unless and to the extent the requisite parties hereto agree otherwise pursuant to and in accordance with
Section 11.3. 
 “Capital Lease Obligations” means the capitalized amount of all monetary obligations of any
Credit Party or any Subsidiary of any Credit Party under any Capital Leases. 
 “Cash Equivalents” means (a) any
readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the Canadian or US federal government or (ii) issued by any agency of the Canadian or US federal government the obligations of
which are 
  

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fully backed by the full faith and credit of the Canadian federal government or the US federal government, as applicable, (b) any readily-marketable direct obligations issued by any other
agency of the Canadian or US federal government, any province, territory or state thereof or any political subdivision of any such province, territory or state or any public instrumentality thereof, in each case having a rating of at least
“A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of
Canada or any province or territory thereof or any state of the United States, (d) any Dollar- or Canadian Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by
(i) any Lender or (ii) any commercial bank that is (A) organized under the laws of Canada, the United States, any province or state thereof or the District of Columbia and (B) having combined capital, surplus and undivided
profits in excess of $250,000,000, and (e) shares of any Canadian or United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a),
(b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable
for money market funds in Canada or the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed 365 days. 

“CDN $ Denominated Canadian Loans” means Canadian Revolving Loans denominated in CDN $. 

“Closing Date” means April 30, 2010. 

“Closing Date Acquisition” means the acquisition by Thermon Group, Inc. of all of the issued and outstanding Stock and Stock
Equivalents of Holdings pursuant to the Purchase Agreement and, thereafter, the merger of Thermon Group, Inc. with and into US Borrower pursuant to and in accordance with all Requirements of Law. 

“Closing Fee Agreement” means the Closing Fee Agreement by and between Thermon Group, Inc. and Sponsor Management Affiliate
dated as of April 30, 2010, as in effect on the Closing Date. 
 “Code” means the Internal Revenue Code of 1986.

 “Collateral” means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by
any Credit Party, any of their respective Subsidiaries and any other Person who has granted a Lien to an Agent, in or upon which a Lien is granted or purported to be granted now or hereafter exists in favor of any Lender or an Agent for the benefit
of Agents, Lenders and other Secured Parties, whether under this Agreement or under any other documents executed by any such Persons and delivered to the Appropriate Agent in connection with the Loan Documents. 

“Collateral Documents” means, collectively, the Guaranty and Security Agreements, the Mortgages, each Control Agreement and all
other security agreements, pledge agreements, patent and trademark security agreements, lease assignments, guarantees and other similar agreements, and all amendments, restatements, modifications or supplements thereof or thereto, by or

  

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between any one or more of any Credit Party, any of their respective Subsidiaries or any other Person pledging or granting a lien on Collateral or guaranteeing the payment and performance of the
Obligations, and any Lender or an Agent for the benefit of Agents, the Lenders and other Secured Parties now or hereafter delivered to the Lenders or an Agent pursuant to or in connection with the transactions contemplated hereby, and all financing
statements (or comparable documents now or hereafter filed in accordance with the UCC, the PPSA or comparable law) against any such Person as debtor in favor of any Lender or an Agent for the benefit of Agents, the Lenders and the other Secured
Parties, as secured party, as any of the foregoing may be amended, restated and/or modified from time to time. 

“Commitment” means, for each Lender, the sum of its US Revolving Loan Commitment and Canadian Revolving Loan Commitment
provided in no event shall the sum of all Commitments exceed $40,000,000. 
 “Commitment Percentage” means, as to any
Lender, the percentage equivalent of such Lender’s US Revolving Loan Commitment or Canadian Revolving Loan Commitment, as applicable, divided by the Aggregate US Revolving Loan Commitment or Aggregate Canadian Revolving Loan Commitment, as
applicable; provided, that following acceleration of the Loans, such term means, as to any Lender, the percentage equivalent of the US Dollar Equivalent of the principal amount of the Loans held by such Lender, divided by the US Dollar Equivalent of
the aggregate principal amount of the Loans held by all Lenders. 
 “Commodity Hedge Contract” means any futures or
forward purchase contracts for raw materials such as copper. 
 “Contingent Obligation” means, as to any Person, any
direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the
primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected
(in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) under any Rate
Contracts or under any Commodity Hedge Contract; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for the obligations of another Person through any
agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance
sheet item or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed
or supported. 
 “Contractual Obligations” means, as to any Person, any provision of any security issued by such
Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound. 

 

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 “Control Agreement” means a deposit account, securities account or commodities
account control agreement by and among the applicable Credit Party, the Appropriate Agent, the agent/trustee under the Second Lien Indenture and the depository, securities intermediary or commodities intermediary, and each in form and substance
reasonably satisfactory to the Appropriate Agent and in any event providing to the Appropriate Agent “control” of such deposit account, securities or commodities account within the meaning of Articles 8 and 9 of the UCC and the Securities
Transfer Act, 2006 (Ontario) or the comparable statutes in provinces and territories of Canada other than Ontario for such accounts located in those jurisdictions. For certainty, for a Canadian bank account, such term shall also refer to a
“blocked account” agreement with respect to such bank account, notwithstanding that the execution and delivery of such agreement is not a perfection requirement. 

“Controlled Investment Affiliates” means, with respect to the Sponsor, any fund or investment vehicle that (i) is
organized by the Sponsor for the purpose of making equity or debt investments in one or more companies and (ii) is controlled by Sponsor. For purposes of this definition “control” means the power to direct or cause the direction of
management and policies of a Person, whether by contract or otherwise. 
 “Conversion Date” means any date on which a
Borrower converts (a) a Base Rate Loan to a LIBOR Rate Loan or a LIBOR Rate Loan to a Base Rate Loan or (b) a Canadian Prime Rate Loan to a BA Rate Loan or a BA Rate Loan to a Canadian Prime Rate Loan. 

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law
in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith. 

“CRA” means the Canada Revenue Agency. 

“Credit Parties” means the US Credit Parties and the Canadian Credit Parties. 

“Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or
otherwise remedied during such time) constitute an Event of Default. 
 “Disposition” means (a) the sale, lease,
conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under Section 5.2 other than subsections 5.2(b), 5.2(h) and 5.2(m), and (b) the sale or transfer by a Borrower or any Subsidiary of a
Borrower of any Stock or Stock Equivalent issued by a Subsidiary of such Borrower and held by such transferor Person. 

“Dollar Denominated Canadian Loans” means Canadian Revolving Loans denominated in Dollars. 

“Dollars”, “dollars” and “$” each mean lawful money of the United States of America. 

“Domestic Subsidiary” means any Subsidiary incorporated, organized or otherwise formed under the laws of the United States, any
state thereof or the District of Columbia. 
  

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 “Electronic Transmission” means each document, instruction, authorization, file,
information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent service. 

“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to
the regulation and protection of human health, safety, the workplace, the environment and natural resources, and including public notification requirements and environmental transfer of ownership, notification or approval provisions relating
thereto. 
 “Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource
damages and costs and expenses of investigation and feasibility studies) that may be imposed on, incurred by or asserted against any Credit Party or any Subsidiary of any Credit Party as a result of, or related to, any claim, suit, action,
investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any
environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Credit Party or any Subsidiary of any Credit Party, whether on, prior or after the
date hereof. 
 “Equipment” means all “equipment” (as defined in the UCC or PPSA), now owned or hereafter
acquired by a Credit Party, wherever located. 
 “ERISA” means the Employee Retirement Income Security Act of 1974.

 “ERISA Affiliate” means, collectively, any Credit Party and any Person under common control or treated as a single
employer with, any Credit Party, within the meaning of Section 414(b), (c), (m) or (o) of the Code. 

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless
the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan; (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan; (d) with respect to any
Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA; (e) the filing of a notice of intent to terminate a Title IV Plan (or
treatment of a plan amendment as termination) under Section 4041 of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to any
Title IV Plan or Multiemployer Plan when due; (h) the imposition of a lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA
Affiliate; (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder; (j) a Title IV plan is in “at
risk” status within the meaning of Code Section 430(i); (k) a Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code; and
(l)
  

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any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Title IV Plan or Multiemployer Plan or for the imposition of any material liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent. 

“Event of Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such
Property; or (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property. 

“Excluded Equity Issuance” means Net Issuance Proceeds resulting from the issuance of (a) Stock or Stock Equivalents by
Holdings to directors, management or employees of a Credit Party, (b) Stock or Stock Equivalents by a Subsidiary of a Borrower to such Borrower or another Subsidiary of such Borrower constituting an Investment permitted hereunder,
(c) Stock or Stock Equivalents by a Borrower to Holdings constituting an Investment permitted hereunder, (d) Stock or Stock Equivalents by Holdings directly or indirectly to Sponsor any of its Controlled Investment Affiliates or any other
then existing equityholder of Holdings, (e) Stock or Stock Equivalents by a Foreign Subsidiary of such Foreign Subsidiary to qualify directors where required pursuant to a Requirement of Law or to satisfy other requirements of applicable law,
in each instance, with respect to the ownership of Stock of Foreign Subsidiaries and (f) Stock or Stock Equivalents of Holdings, to the extent the proceeds thereof are used to finance Capital Expenditures or Permitted Acquisitions. 

“E-Fax” means any system used to receive or transmit faxes electronically. 

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol,
encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission. 

“E-System” means any electronic system approved by an Agent, including
Intralinks® and
ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or
hosted by an Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system. 

“Federal Flood Insurance” means Federally backed Flood Insurance available under the National Flood Insurance Program to owners
of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal
Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to US Agent on such day on such transactions as determined by US Agent in a commercially reasonable manner. 

 

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 “Federal Reserve Board” means the Board of Governors of the Federal Reserve
System, or any entity succeeding to any of its principal functions. 
 “FEMA” means the Federal Emergency Management
Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program. 

“Final Availability Date” means the earlier of the Revolving Termination Date and one (1) Business Day prior to the date
specified in clause (a) of the definition of Revolving Termination Date. 
 “FIRREA” means the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended. 
 “First Tier Foreign Subsidiary” means a
Foreign Subsidiary held by a Credit Party (i) directly or (ii) indirectly through a Foreign Subsidiary that is a disregarded entity for purposes of the Code. 

“Fiscal Quarter” means any of the quarterly accounting periods of the Credit Parties ending on
March 31, June 30, September 30 and December 31 of each calendar year. 
 “Fiscal Year”
means any of the annual accounting periods of the Credit Parties ending on March 31 of each calendar year. 
 “Flood
Insurance” means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines. Flood
Insurance shall be in an amount equal to the full, unpaid balance of the Loans and any prior liens on the Real Estate up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Agent, with deductibles
not to exceed $50,000. 
 “Foreign Subsidiary” means, with respect to any Person, a Subsidiary of such Person, which
Subsidiary is not a Domestic Subsidiary. 
 “Funded Indebtedness” means, as of any date of measurement, all
Indebtedness of Holdings and its Subsidiaries as of the date of measurement (other than Indebtedness of the type described in clauses (c) (except with respect to amounts drawn on letters of credit not constituting Letters of Credit to the
extent (y) such letters of credit are not supported by cash collateral and (z) Holdings and its Subsidiaries have not reimbursed the issuer thereof for such drawn amount), (e), (g), (h), (i) and (j) (other than with respect to
clause (j), guarantees of Indebtedness of others of the type not described in clauses (e), (g), (h) and (i) of the definition of Indebtedness) of the definition of Indebtedness). 

“GAAP” means generally accepted accounting principles in the United States set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and
authority within the accounting profession), including, without limitation, the FASB Accounting Standards CodificationTM, which are applicable to the circumstances as of the date of determination, subject to Section 11.3 hereof. 

 

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 “Global Reorganization” means a restructuring of the Borrowers and their
Subsidiaries occurring through the series of transactions described, and in the approximate chronological order set forth, below, in each case, with such modifications consented to by US Agent, in its sole discretion: 

Step 1: (i) Holdings contributes one hundred percent (100%) of the outstanding Stock and Stock Equivalents of Canadian Borrower to
US Borrower in exchange solely for Stock of US Borrower, whereupon (ii) US Borrower contributes such Stock and Stock Equivalents of Canadian Borrower to Manufacturing in exchange solely for Stock of Manufacturing; 

Step 2: Manufacturing forms a new domestic limited liability company (“New LLC”); 

Step 3: Manufacturing contributes, sells or otherwise conveys one hundred percent (100%) of the outstanding Stock and Stock
Equivalents of each of its Foreign Subsidiaries to Canadian Borrower in exchange for the Hybrid Note; 
 Step 4: (i) New LLC
enters into a forward subscription agreement, in form and substance reasonably satisfactory to US Agent, with Canadian Borrower for the purchase of additional Stock of Canadian Borrower (the “Forward Subscription Agreement”) and
(ii) Manufacturing enters into a capital support agreement, in form and substance reasonably satisfactory to US Agent, with New LLC pursuant to which Manufacturing agrees to make additional capital contributions to New LLC (the “Capital
Contribution Agreement”; and 
 Step 5: thereafter, (i) Canadian Borrower makes payments to Manufacturing pursuant to
and in accordance with the terms of the Hybrid Note, (ii) upon receipt of each such payment, Manufacturing contributes capital an amount equal to each such payment to New LLC pursuant to the Capital Support Agreement and (iii) upon receipt
of each such capital contribution, New LLC purchases additional Stock from Canadian Borrower in an amount equal to each such capital contribution pursuant to the Forward Subscription Agreement; 

provided, with respect to each of the foregoing steps and the actions and arrangements contemplated thereby, the Credit Parties shall comply with the
requirements of, and take such additional actions and execute such additional documents as the Appropriate Agent may reasonably require in accordance with this Agreement, including, but not limited to, Section 4.13 hereof, and the other Loan
Documents, in each case, in order to (i) preserve, perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens created or intended to be created thereby, and (ii) better assure, convey,
grant, assign, transfer, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document. 

“Governmental Authority” means any nation or government, any state, provincial or other political subdivision thereof, any
central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the foregoing. 
  

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 “Guaranty and Security Agreement” means (a) that certain Guaranty and
Security Agreement, dated as of even date herewith, in form and substance reasonably acceptable to US Agent and the US Borrower, made by the US Credit Parties in favor of US Agent, for the benefit of the Secured Parties, as the same may be amended,
restated and/or modified from time to time and (b) that certain Guaranty and Security Agreement, dated as of even date herewith, in form and substance reasonably acceptable to Canadian Agent and the Canadian Borrower, made by the Canadian
Credit Parties in favor of Canadian Agent, for the benefit of the Canadian Secured Parties, as the same may be amended, restated and/or modified from time to time. 

“Hazardous Materials” means any substance, material or waste that is regulated or otherwise gives rise to liability under any
Environmental Law, including but not limited to any “Hazardous Waste” as defined by the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. § 6901 et seq. (1976)), any “Hazardous Substance” as defined under the
Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) (42 U.S.C. §9601 et seq. (1980)), any contaminant, pollutant, petroleum or any fraction thereof, asbestos, asbestos containing material, polychlorinated biphenyls,
mold, and radioactive substances or any other substance that is toxic, ignitable, reactive, corrosive, caustic, or dangerous. 

“Holdings Loans” means intercompany loans made by a Borrower to Holdings to the extent that, at the time such loan is made, a
Restricted Payment from such Borrower to Holdings would be permitted under Section 5.11 and provided that (i) the proceeds of such loans are used for the purposes specified in Section 5.11, (ii) at the request of the Appropriate
Agent, such loans are evidenced by promissory notes, the sole originally executed copy of which shall be pledged to the Appropriate Agent, for the benefit of the applicable Secured Parties, as security for the Obligations and (iii) such
Holdings Loan shall be treated as a Restricted Payment for purposes of this Agreement, including, without limitation, determining compliance with Section 5.11. 

“Hybrid Note” means a note issued by Canadian Borrower to and in favor of Manufacturing which is structured and qualifies as an
equity Investment for purposes of applicable U.S. law and Indebtedness for purposes of applicable Canadian law. 

“Impacted Lender” means any Lender that fails to provide Agents, within three (3) Business Days following an Agent’s
written request, satisfactory assurance that such Lender will not become a Non-Funding Lender, or any Lender that has a Person that directly or indirectly controls such Lender and such Person (a) becomes subject to a voluntary or involuntary
case under the Bankruptcy Code, any Insolvency Law or any similar bankruptcy laws, (b) has appointed a custodian, conservator, receiver or similar official for such Person or any substantial part of such Person’s assets, or (c) makes
a general assignment for the benefit of creditors, is liquidated, or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for each of
clauses (a) through (c), the Appropriate Agent has determined that such Lender is reasonably likely to become a Non-Funding Lender. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of
the definition of Affiliate. 
 “Indebtedness” of any Person means, without duplication: (a) all indebtedness for
borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services, including earnouts (other than trade payables entered into in the

  

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Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or
payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all payment obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with
respect to Property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such Property); (f) all Capital Lease Obligations;
(g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise
acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the final scheduled installment payment date for the Second Lien
Indebtedness, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends; (i) all indebtedness referred to
in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by
such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (j) all Contingent Obligations described in clause (a) of the definition thereof in respect of indebtedness or obligations of
others of the kinds referred to in clauses (a) through (i) above. 
 “Insolvency Law” means any of the
Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency
or other similar law of any jurisdiction, including any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it. 

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating
to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar
arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (a) and (b) above, undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code and any Insolvency Law.

 “Intellectual Property” means all rights, title and interests in or relating to intellectual property and
industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses. 

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of even date herewith by and among Agents, the
Credit Parties and the Second Lien Collateral Agent, as the same may be amended, restated and/or modified from time to time subject to the terms thereof. 
  

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 “Interest Payment Date” means, (a) with respect to any LIBOR Rate Loan or BA
Rate Loan (other than a LIBOR Rate Loan or a BA Rate Loan having an Interest Period or BA Period, as applicable, of six (6) months or more) the last day of each Interest Period or BA Period, as applicable, applicable to such Loan, (b) with
respect to any LIBOR Rate Loan or BA Rate Loan having an Interest Period or BA Period, as applicable, of six (6) months or more, the last day of each three (3) month interval and, without duplication, the last day of such Interest Period
or BA Period, as applicable, and (c) with respect to Base Rate Loans and Canadian Prime Rate Loans (including Swing Loans) the first day of each calendar month. 

“Interest Period” means, with respect to any LIBOR Rate Loan, the period commencing on the Business Day such Loan is disbursed
or continued or on the Conversion Date on which a Base Rate Loan is converted to the LIBOR Rate Loan and ending on the date one, two, three, six, or, if available to all applicable Lenders, nine or twelve months thereafter, as selected by the
Borrower in its Notice of Borrowing or Notice of Conversion/Continuation; provided that: 
 (a) if any Interest Period
pertaining to a LIBOR Rate Loan would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day; and 
 (b) any
Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period. 
 “Internet Domain Name” means all right,
title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to internet domain names. 

“Inventory” means all of the “inventory” (as such term is defined in the UCC or PPSA) of a Borrower and its
Subsidiaries, including, but not limited to, all merchandise, raw materials, parts, supplies, work-in-process and finished goods intended for sale, together with all the containers, packing, packaging, shipping and similar materials related thereto,
and including such inventory as is temporarily out of such Borrower’s or such Subsidiary’s custody or possession, including inventory on the premises of others and items in transit. 

“IP Ancillary Rights” means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and
all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or
with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other
impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right. 
  

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 “IP License” means all Contractual Obligations (and all related IP Ancillary
Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property. 

“IRS” means the Internal Revenue Service of the United States and any successor thereto. 

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to
object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing.
The terms “Issued” and “Issuance” have correlative meanings. 
 “ITA” means the Income Tax Act
(Canada). 
 “L/C Issuer” means a US L/C Issuer or Canadian L/C Issuer. 

“L/C Reimbursement Obligation” means a US L/C Reimbursement Obligation or a Canadian L/C Reimbursement Obligation. 

“Lending Office” means, with respect to any Lender, the office or offices of such Lender specified as its “Lending
Office” beneath its name on the applicable signature page hereto, or such other office or offices of such Lender as it may from time to time notify the Borrower and Agent. 

“Letter of Credit” means a US Letter of Credit or Canadian Letter of Credit. 

“Letter of Credit Obligations” means US Letter of Credit Obligations and Canadian Letter of Credit Obligations. 

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines,
penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and
other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise. 

“LIBOR” means, for each Interest Period, the highest of (a) 1.50% per annum, (b) the offered rate per annum for
deposits of Dollars for the applicable Interest Period that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period, and (c) the offered rate per
annum for deposits of Dollars for an Interest Period of three (3) months that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day of the applicable Interest Period. If
no such offered rate exists, such rate will be the rate of interest per annum, as determined by US Agent at which deposits of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to
the first day in such Interest Period by major financial institutions reasonably satisfactory to US Agent in the London interbank market for such Interest Period for the applicable principal amount on such date of determination. 

 

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 “LIBOR Rate Loan” means a Loan that bears interest based on LIBOR. 

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
(statutory or otherwise) or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including those created by, arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates
as debtor, under the UCC, the PPSA or any comparable law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor under a lease which is not a Capital Lease. 

“Loan” means an extension of credit by a Lender to a Borrower pursuant to Article I, and may be a Base Rate Loan, a LIBOR Rate
Loan, a BA Rate Loan or a Canadian Prime Rate Loan. 
 “Loan Documents” means this Agreement, the Notes, the Fee
Letter, the Collateral Documents, the Master Agreement for Standby Letters of Credit, the Master Agreement for Documentary Letters of Credit, the Intercreditor Agreement and all documents delivered to Agent and/or any Lender in connection with any
of the foregoing. 
 “Management Agreement” means that certain Management Services Agreement dated as of
April 30, 2010 by and among US Borrower, Sponsor Management Affiliate and the Additional Management Advisors. 

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

 “Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the
operations, business, Properties, or financial condition of the Credit Parties taken as a whole; (b) a material impairment of the ability of any Credit Party, any Subsidiary of any Credit Party or any other Person (other than Agents or Lenders)
to perform in any material respect its obligations under any Loan Document; or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability of any Loan Document, or (ii) the perfection or priority of
any Lien granted to the Lenders or to an Agent for the benefit of the Secured Parties or any material portion of the Collateral under any of the Collateral Documents. 

“Material Environmental Liabilities” means Environmental Liabilities exceeding the US Dollar Equivalent of $5,000,000 in the
aggregate. 
 “Minor Acquisition” means an Acquisition in respect of which the total consideration paid or payable
(including without limitation, all transaction costs, assumed Indebtedness and Liabilities incurred, assumed or reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition and the
maximum amount of all deferred payments, including earnouts) does not exceed the US Dollar Equivalent of $3,000,000. 

“Moody’s” means Moody’s Investors Services Inc. 

 

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 “Mortgage” means any deed of trust, leasehold deed of trust, mortgage, leasehold
mortgage, deed to secure debt, leasehold deed to secure debt or other document creating a Lien on Real Estate or any interest in Real Estate. 

“Multiemployer Plan” means any multiemployer plan, subject to Title IV of ERISA, as defined in Section 3(37) or 4001(a)(3)
of ERISA, as to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise. 

“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act
of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in
participating communities and provides protection to property owners through a Federal insurance program. 
 “Net Issuance
Proceeds” means, in respect of any issuance of debt or equity, cash proceeds (including cash proceeds as and when received in respect of non-cash proceeds received or receivable in connection with such issuance), net of underwriting discounts,
transaction taxes paid or payable as a result thereof and reasonable out-of-pocket costs, fees and expenses (including commissions, professional and transaction fees) paid or incurred in connection therewith in favor of any Person not an Affiliate
of a Borrower. 
 “Net Proceeds” means proceeds in cash (including cash proceeds as and when received in respect of
non-cash proceeds received or receivable in connection with such Disposition, including, without limitation, cash proceeds generated from checks or other cash equivalent financial instruments (including Cash Equivalents)) as and when received by the
Person making a Disposition and insurance proceeds received on account of an Event of Loss, net of: (a) in the event of a Disposition (i) the direct costs relating to such Disposition excluding amounts payable to the Credit Parties or
their Subsidiaries, (ii) sale, gain, use or other transaction taxes paid or payable as a result thereof, (iii) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness secured by a
Lien on the asset which is the subject of such Disposition and (iv) the amount of cash reserves or escrows established in connection with purchase price adjustments and retained liabilities; provided however, when such cash or escrow is
released to a Credit Party or one of its Subsidiaries, the amount so released shall be deemed to be Net Proceeds hereunder at such time and (b) in the event of an Event of Loss, (i) all money actually applied to repair, reconstruct or
replace the damaged Property or Property affected by the condemnation or taking, (ii) all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, (iii) any amounts retained
by or paid to parties having superior rights to such proceeds, awards or other payments and (iv) the amount of cash reserves established to fund contingent liabilities reasonably estimated to be payable; provided however, when such cash, if
any, as may remain after the satisfaction of such contingent liability is released from such reserve, it shall be deemed to be Net Proceeds hereunder at such time. After netting out the items in clauses (a) and (b) of the foregoing
definition, as applicable, if the amount of Net Proceeds would be less than zero, such amount shall be deemed to equal zero. 
  

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 “Non-Funding Lender” means any Lender that has (a) failed to fund any
payments required to be made by it under the Loan Documents within two (2) Business Days after any such payment is due (excluding expense and similar reimbursements that are subject to good faith disputes), (b) given written notice (and
Agents have not received a revocation in writing), to a Borrower, an Agent, any Lender, or the L/C Issuer or has otherwise publicly announced (and Agents have not received notice of a public retraction) that such Lender believes it will fail to fund
payments or purchases of participations required to be funded by it under the Loan Documents or one or more other syndicated credit facilities, (c) failed to fund, and not cured, loans, participations, advances, or reimbursement obligations
under one or more other syndicated credit facilities, unless subject to a good faith dispute, or (d) any Lender that has (i) become subject to a voluntary or involuntary case under the Bankruptcy Code, any Insolvency Law or any similar
bankruptcy laws, (ii) a custodian, conservator, receiver or similar official appointed for it or any substantial part of such Person’s assets, or (iii) made a general assignment for the benefit of creditors, been liquidated, or
otherwise been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for clause (d), and an Agent has determined that such Lender is reasonably likely
to fail to fund any payments required to be made by it under the Loan Documents. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate. 

“Non-U.S. Lender Party” means each of US Agent, each US Lender, each US L/C Issuer, each SPV and each participant, in each case
that is not a United States person as defined in Section 7701(a)(30) of the Code. 
 “Note” means any Revolving
Note or Swingline Note and “Notes” means all such Notes. 
 “Notice of Borrowing” means a notice given by a
Borrower to the Appropriate Agent pursuant to Section 1.5, in substantially the form of Exhibit 11.1(c) hereto. 

“Obligations” means US Obligations and Canadian Obligations. 

“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such
Person’s business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document. 

“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any
certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, and any shareholder rights agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited
partnership, (c) for any limited liability company, the operating agreement and articles or certificate of formation or (d) any other document setting forth the manner of election or duties of the officers, directors, managers or other
similar persons, or the designation, amount or relative rights, limitations and preference of the Stock of a Person. 

“Parent” means Thermon Group Holdings, Inc., a Delaware corporation. 

 

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 “Patents” means all rights, title and interests (and all related IP Ancillary
Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor. 
 “Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as amended. 

“PBGC” means the United States Pension Benefit Guaranty Corporation any successor thereto. 

“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate,
concession, grant, franchise, variance or permission from, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject. 
 “Permitted Acquisition” means any Acquisition by (i) a US Credit Party (other than
Holdings) of substantially all of the assets or line or division of a Target, other than a Target whose assets are located in Canada, (ii) Canadian Borrower or a Canadian Subsidiary of Canadian Borrower of substantially all of the assets of a
Target, other than a Target whose assets are located in the United States, (iii) a US Credit Party (other than Holdings) or a Subsidiary of a US Credit Party of 100% of the Stock and Stock Equivalents of a Target other than a target organized
under the laws of Canada or any province thereof, or (iv) Canadian Borrower or a Subsidiary of Canadian Borrower of 100% of the Stock and Stock Equivalents of a Target other than a target organized under the laws of the United States or any
state thereof, in each case, to the extent that each of the following conditions shall have been satisfied: 
 (a) the US
Borrowers shall have furnished to the Agents and Lenders at least ten (10) Business Days prior to the consummation of such Acquisition (or such shorter period to which US Agent may consent) (1) an executed term sheet and/or commitment
letter (setting forth in reasonable detail the terms and conditions of such Acquisition) and, at the request of the US Agent and to the extent available, such other information and documents that the US Agent may reasonably request, including,
without limitation, executed counterparts of the respective agreements, documents or instruments pursuant to which such Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other
material agreements), any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, (2) to the extent available, copies of
the Target’s three (3) most recent annual income statements and balance sheets, audited by the Target’s independent accountants, if available, together with the most recent interim financial statements then available, (3) pro
forma financial statements of Borrowers and their Subsidiaries after giving effect to the consummation of such Acquisition, (4) a certificate of a Responsible Officer of the Borrowers demonstrating that the Leverage Ratio of the Credit Parties
as in effect on the date of consummation of such Permitted Acquisition after giving effect thereto and using Adjusted EBITDA computed for the twelve month period ending on the last day of the most recent month for which financial statements have
been delivered to Agents) after giving effect to the consummation of such Acquisition is less than or equal to 4.50 to 1.00, and (5) to the extent available, copies of such other agreements, instruments and other documents (including, without
limitation, the Loan Documents required by Section 4.13) as the US Agent reasonably shall request; provided, the deliveries set forth in clauses (3) and (4) above shall not be required for Minor Acquisitions; 

 

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 (b) the Borrowers and their Subsidiaries (including any new Subsidiary) shall execute and
deliver the agreements, instruments and other documents as and to the extent required by Section 4.13; 
 (c) such
Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the Target; 

(d) no Default or Event of Default shall then exist or would exist after giving effect thereto; 

(e) after giving effect to such Acquisition, the sum of (y) Aggregate Availability and (z) the aggregate amount of unrestricted
cash of the US Credit Parties and the Canadian Credit Parties, in each instance, maintained in deposit accounts which are subject to a deposit account control agreement in favor of the Applicable Agent, equals an amount not less than $7,500,000;

 (f) the total consideration paid or payable (including without limitation, all transaction costs, assumed Indebtedness and
Liabilities incurred, assumed or reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition and the maximum amount of all deferred payments, including earnouts, but excluding any
such amounts paid or funded with the Net Issuance Proceeds of an Excluded Equity Issuance) for all Acquisitions consummated during the term of this Agreement shall not exceed the US Dollar Equivalent of $75,000,000 in the aggregate for all such
Acquisitions; and 
 (g) the Target has EBITDA, subject to pro forma adjustments acceptable to US Agent, for the most recent
four quarters prior to the acquisition date for which financial statements are available, greater than zero. 
 “Permitted
Refinancing” means Indebtedness constituting a refinancing or extension of Indebtedness permitted under subsection 5.5(c), 5.5(d), 5.5(p) or 5.5(q) that (a) has an aggregate outstanding principal amount not greater than the aggregate
principal amount of the Indebtedness being refinanced or extended, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Indebtedness being refinanced or
extended, (c) is not entered into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or extended, (e) the obligors of which are the
same as the obligors of the Indebtedness being refinanced or extended and (f) is otherwise on terms no less favorable to the Credit Parties or their Subsidiaries, taken as a whole, than those of the Indebtedness being refinanced or extended.

 “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock
company, trust, unincorporated association, joint venture or Governmental Authority. 
  

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 “Pledged Collateral” has the meaning specified in the Guaranty and Security
Agreement and shall include any other Collateral required to be delivered to an Agent pursuant to the terms of any Collateral Document. 

“PPSA” means the Personal Property Security Act (Ontario) and the Regulations thereunder, as from time to time in effect,
provided, however, if attachment, perfection or priority of Canadian Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction other than Ontario, PPSA shall mean those personal
property security laws in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions. 

“Prior Claims” means all Liens created by applicable law (in contrast with Liens voluntarily granted) which rank or are capable
of ranking prior or pari passu with Canadian Agent’s security interests (or interests similar thereto under applicable law) against all or part of the Collateral, including for amounts owing for employee source deductions, goods and services
taxes, sales taxes, harmonized sales taxes, municipal taxes, workers’ compensation, Quebec corporate taxes, pension fund obligations, Wage Earner Protection Program Act obligations and overdue rents. 

“Prior Indebtedness” means the Indebtedness and obligations specified on Schedule 11.1 hereto. 

“Prior Lender” means, collectively, CIT Financial Ltd. and CIT Lending Services Corporation. 

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or
intangible. 
 “Purchase Agreement” means that certain Stock Purchase Agreement dated March 26, 2010 among
Seller, Holdings and Thermon Group, Inc. 
 “Rate Contracts” means swap agreements (as such term is defined in
Section 101 of the Bankruptcy Code) and any other agreements or arrangements designed to provide protection against fluctuations in interest or currency exchange rates. 

“Real Estate” means any real property owned, leased, subleased or otherwise operated or occupied by any Credit Party or any
Subsidiary of any Credit Party. 
 “Reallocation Event” means the acceleration of all or part of the Obligations.

 “Reallocation Percentage” means, as to each Lender in connection with a given Reallocation Event, a fraction,
expressed as a decimal, the numerator of which shall be the principal amount of all Loans held by such Lender immediately prior to such Reallocation Event and the denominator shall be the aggregate principal amount of all Loans held by all Lenders.
For purposes of computing each Lender’s Reallocation Percentage, all Obligations shall be expressed in US Dollar Equivalents based on currency exchange rates as in effect on the Closing Date. Agents’ determination of each Lender’s
Reallocation Percentage shall be conclusive on all parties absent manifest error. 
  

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 “Related Agreements” means the Purchase Agreement and the Second Lien Indebtedness
Documents. 
 “Related Persons” means, with respect to any Person, each Affiliate of such Person and each director,
officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition
set forth in Article II) and other consultants and agents of or to such Person or any of its Affiliates. 
 “Related
Transactions” means the transactions contemplated by the Related Agreements and includes, without limitation, the Closing Date Acquisition and funding of the Second Lien Indebtedness. 

“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape,
injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment. 

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous
Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or
(c) perform pre remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material. 

“Required Canadian Lenders” means at any time (a) Canadian Lenders then holding more than fifty percent (50%) of the
sum of the Aggregate Canadian Revolving Loan Commitments then in effect, or (b) if the Aggregate Canadian Revolving Loan Commitments have terminated, Canadian Lenders then holding more than fifty percent (50%) of the sum of the US Dollar
Equivalent of the aggregate outstanding amount of Canadian Revolving Loans, the US Dollar Equivalent of outstanding Canadian Letter of Credit Obligations, the US Dollar Equivalent of amounts of participations in Canadian Swing Loans and the US
Dollar Equivalent of the principal amount of unparticipated portions of Canadian Swing Loans. 
 “Required Lenders”
means at any time (a) Lenders then holding more than fifty percent (50%) of the US Dollar Equivalent of the sum of the Aggregate US Revolving Loan Commitment then in effect, or (b) if the Aggregate US Revolving Loan Commitments have
terminated, Lenders then holding more than fifty percent (50%) of the US Dollar Equivalent of sum of the aggregate unpaid principal amount of Loans (other than Swing Loans) then outstanding, outstanding Letter of Credit Obligations, amounts of
participations in Swing Loans and the principal amount of unparticipated portions of Swing Loans. 
 “Required US
Lenders” means at any time (a) US Lenders then holding more than fifty percent (50%) of the sum of the Aggregate US Revolving Loan Commitments then in effect, or (b) if the Aggregate US Revolving Loan Commitments have terminated,
US Lenders then holding more than fifty percent (50%) of the sum of the aggregate outstanding amount of US Revolving Loans, outstanding US Letter of Credit Obligations, amounts of participations in US Swing Loans and the principal amount of
unparticipated portions of US Swing Loans. 
  

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 “Requirement of Law” means, as to any Person, any law (statutory or common),
ordinance, treaty, rule, regulation, order, policy, other legal requirement or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or
any of its Property is subject. 
 “Reserves” means, with respect to the Borrowing Base (a) reserves established
by an Agent from time to time against eligible Accounts, eligible Inventory, eligible Equipment and eligible Real Estate pursuant to Exhibit 11.1(b), and (b) such other reserves against eligible Accounts, eligible Inventory eligible
Equipment and eligible Real Estate or Availability that the Appropriate Agent may, in its reasonable credit judgment, establish from time to time. Without limiting the generality of the foregoing, Reserves established to ensure the payment of
accrued interest expenses, Indebtedness or real property lease obligations shall be deemed to be a reasonable exercise of an Agent’s credit judgment. 

“Responsible Officer” means the chief executive officer, corporate controller or the president of a Borrower or any other
officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the chief financial officer or the treasurer of a Borrower or any other officer having
substantially the same authority and responsibility. 
 “Revolving Loans” mean US Revolving Loans and Canadian
Revolving Loans. 
 “Revolving Termination Date” means the earlier to occur of: (a) April 30, 2015; and
(b) the date on which the Aggregate Revolving Loan Commitment shall terminate in accordance with the provisions of this Agreement. 

“S&P” means Standard & Poor’s Corporation. 

“Second Lien Collateral Agent” means The Bank of New York Mellon Trust Company, N.A., in its capacity as the collateral agent
for the Second Lien Lenders. 
 “Second Lien Indebtedness” means Indebtedness of US Borrower, as successor by merger
to Thermon Finance, Inc., evidenced by the Second Lien Notes issued pursuant to the Second Lien Indenture. 
 “Second Lien
Indebtedness Documents” means (i) the Second Lien Indenture, (ii) the Second Lien Notes, (iii) the “Collateral Documents” as defined in the Second Lien Indenture, (iv) that certain Purchase Agreement dated as of
April 23, 2010 by and among Thermon Finance, Inc., Jefferies & Company, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., as amended by Amendment No. 1 to the Purchase Agreement dated as of April 30, 2010 by and
among US Borrower, as the successor by merger to Thermon Finance, Inc., certain of US Borrower’s affiliates party thereto as guarantors and Jeffereis & Company, Inc., KeyBanc Capital Markets Inc. and BMO Capital Markets Corp. and
(v) that certain Registration Rights Agreement dated as of April 30, 2010 by and among the US Credit Parties, Jefferies & Company, Inc., KeyBanc Capital Markets Inc., and BMO Capital Markets Corp. 

“Second Lien Indenture” means that certain Indenture dated as of April 30, 2010 by and between Thermon Finance, Inc. and
The Bank of New York Mellon Trust Company, N.A., as 
  

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trustee for the benefit of the Second Lien Lenders and as Second Lien Collateral Agent, as supplemented by the First Supplemental Indenture dated as of April 30, 2010, by and among US
Borrower, as successor by merger to Thermon Finance, Inc., certain of US Borrower’s affiliates party thereto as guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee for the benefit of the Second Lien Lenders and as Second
Lien Collateral Agent, pursuant to which US Borrower issued the Second Lien Notes. 
 “Second Lien Lenders” means
holders and/or lenders from time to time of (or in respect of) the Second Lien Notes. 
 “Second Lien Notes” means
those certain 9.500% Senior Secured Notes due 2017 issued by US Borrower, as successor by merger to Thermon Finance, Inc., to the holders thereof on the Closing Date, together with all other notes, loans, advances or other extension of credit
outstanding from time to time under the Second Lien Indebtedness Documents, including any notes issued in exchange therefor pursuant to the Second Lien Indenture. 

“Secured Party” means each Agent, each Lender, each L/C Issuer, each other Indemnitee and each other holder of any Obligation
of a Credit Party including each Secured Swap Provider. 
 “Secured Rate Contract” means any Rate Contract
(a) between a Borrower and a Secured Swap Provider or (b) between a Borrower and the counterparty thereto, which has been provided or arranged by GE Capital or an Affiliate of GE Capital. 

“Secured Swap Provider” means (i) a Lender or an Affiliate of a Lender (or a Person who was a Lender or an Affiliate of a
Lender at the time of execution and delivery of a Rate Contract) who has entered into a Rate Contract with a Borrower, or (ii) a Person with whom a Borrower has entered into a Rate Contract provided or arranged by GE Capital or an Affiliate of
GE Capital, and any assignee thereof. 
 “Seller” means Thermon Holdings, LLC, a Delaware limited liability company.

 “Software” means (a) all computer programs, including source code and object code versions, (b) all data,
databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing. 

“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the
assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of
such Person as such liabilities mature in the normal course of business and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be
computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

 

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 “Special Flood Hazard Area” means an area that FEMA’s current flood maps
indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year. 

“Specified Event of Default” means an Event of Default under subsections 7.1(a) (other than a Credit Party’s failure to
reimburse the costs and expenses of an Agent or any Lender as required by this Agreement that are the subject of a bona fide dispute), 7.1(c) (as a result of a failure to perform or comply with any covenant contained in subsection 4.1, 4.2(b),
4.2(d), 4.3(a), 5.11 or Article VI), 7.1(e) (as it relates to the Second Lien Indebtedness), 7.1(f), 7.1(g), 7.1(j) or 7.l(k). 

“Sponsor” means CHS Private Equity V LP, a Delaware limited partnership. 

“Sponsor Management Affiliate” means CHS Management V LP, a Delaware limited partnership. 

“SPV” means any special purpose funding vehicle identified as such in a writing by any Lender to Agent. 

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests,
beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or
non-voting. 
 “Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock
Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable. 

“Subordinated Indebtedness” means Indebtedness of any Credit Party or any Subsidiary of any Credit Party which is subordinated
to all or any portion of the Obligations as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, reasonably satisfactory to Agents. 

“Subordinated Second Lien” means Liens in favor of the Second Lien Collateral Agent second in priority to the Liens granted to
the US Agent under the Loan Documents (but in any event subject to Permitted Liens), for the benefit of the Second Lien Collateral Agent and the Second Lien Lenders on the assets and Stock of the US Credit Parties (other than the Stock of Holdings)
and their Subsidiaries with respect to which US Agent shall have a prior perfected Lien as security for the US Obligations. 

“Subsidiary” of a Person means any corporation, association, limited liability company, partnership, joint venture or other
business entity of which more than fifty percent (50%) of the voting Stock is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. 

“Swing Loan” means a US Swing Loan or a Canadian Swing Loan. 

 

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 “Swingline Request” has the meaning specified in clause (ii) of subsection
1.1(d). 
 “Target” means any other Person or business unit or asset group of any other Person acquired or proposed to
be acquired in an Acquisition. 
 “Tax Affiliate” means, (a) each Borrower and its Subsidiaries and (b) any
Affiliate of a Borrower with which such Borrower files or is required to file tax returns on a consolidated, combined, unitary or similar group basis. 

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA
Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise. 
 “Trade Secrets” means all
right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets. 

“Trademark” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in
or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all
registrations and recordations thereof and all applications in connection therewith. 
 “UCC” means the Uniform
Commercial Code as in effect from time to time in the State of Illinois. 
 “United States” and “U.S.” each
means the United States of America. 
 “US Agent” means GE Capital in its capacity as administrative agent for the
Lenders hereunder, and any successor administrative agent. 
 “US Availability” means, as of any date of
determination, the amount by which (a) the Maximum US Revolving Loan Balance, exceeds (b) the aggregate outstanding principal balance of US Revolving Loans. 

“US Credit Parties” means Holdings, the US Borrower and each other Person (i) which executes a guaranty of the
Obligations, (ii) which grants a Lien on all or substantially all of its assets to secure payment of the Obligations and (iii) all of the Stock of which is pledged to US Agent for the benefit of the Secured Parties. 

“US Dollar Equivalent” means, with respect to any amount denominated in Dollars, such amount of Dollars, and with respect to
any amount denominated in a currency other than Dollars, the amount of US Dollars, as of any date of determination, into which such other currency can be converted in accordance with prevailing exchange rates, as determined in accordance with
Section 11.4. 
 “U.S. Lender Party” means each of Agent, each Lender, each L/C Issuer, each SPV and each
participant, in each case that is a United States person as defined in Section 7701(a)(30) of the Code. 
  

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 “US L/C Issuer” means any US Lender or an Affiliate thereof or a bank or other
legally authorized Person, in each case, reasonably acceptable to US Agent, in such Person’s capacity as an issuer of Letters of Credit hereunder. 

“US L/C Reimbursement Obligation” means, for any US Letter of Credit, the obligation of the US Borrower to the US L/C Issuer
thereof or to US Agent, as and when matured, to pay all amounts drawn under such US Letter of Credit. 
 “US Letter of
Credit” means documentary or standby letters of credit issued for the account of the US Borrower by US L/C Issuers, and bankers’ acceptances issued by US Borrower, for which US Agent and Lenders have incurred US Letter of Credit
Obligations. 
 “US Letter of Credit Obligations” means all outstanding obligations incurred by US Agent and US
Lenders at the request of the US Borrower, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of US Letters of Credit by US L/C Issuers or the purchase of a participation as set forth in subsection
1.1(c) with respect to any US Letter of Credit. The amount of such US Letter of Credit Obligations shall equal the maximum amount that may be payable by US Agent and US Lenders thereupon or pursuant thereto. 

“US Loans” means US Revolving Loans and US Swing Loans. 

“US Obligations” means all US Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties
owing by any Credit Party to any US Lender, US Agent, any US L/C Issuer, any Secured Swap Provider or any other Person required to be indemnified, that arises under any Loan Document or any Secured Rate Contract, whether or not for the payment of
money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired. 
 “US Revolving Note” means a promissory note of the US Borrower payable to a
US Lender in substantially the form of Exhibit 11.1(d) hereto, evidencing Indebtedness of the US Borrower under the US Revolving Loan Commitment of such Lender. 

“US Secured Parties” means the US Agent, each US Lender, each US L/C Issuer and each other holder of a US Obligation.

 “US Swingline Commitment” means $5,000,000. 

“US Swingline Lender” means, each in its capacity as US Swingline Lender hereunder, GE Capital or, upon the resignation of GE
Capital as US Agent hereunder, any Lender (or Affiliate or Approved Fund of any Lender) that agrees, with the approval of US Agent (or, if there is no such successor US Agent, the Required US Lenders) and the US Borrower, to act as the US Swingline
Lender hereunder. 
  

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 “US Swingline Note” means a promissory note of the US Borrower payable to the US
Swingline Lender, in substantially the form of Exhibit 11.1(e) hereto, evidencing the Indebtedness of the US Borrower to the US Swingline Lender resulting from the Swing Loans made to the US Borrower by the US Swingline Lender. 

“Wholly-Owned Subsidiary” means any Subsidiary in which (other than directors’ qualifying shares required by law) one
hundred percent (100%) of the Stock and Stock Equivalents, at the time as of which any determination is being made, is owned, beneficially and of record, by any Credit Party, or by one or more of the other Wholly-Owned Subsidiaries, or both.

 11.2 Other Interpretive Provisions. 

(a) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document
shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including
uncapitalized terms) not otherwise defined herein and that are defined in the UCC or PPSA, as applicable shall have the meanings therein described. 

(b) The Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used
in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit
references are to this Agreement or such other Loan Documents unless otherwise specified. 
 (c) Certain Common Terms.
The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced. The term “including” is not limiting and means “including without
limitation.” 
 (d) Performance; Time. Whenever any performance obligation hereunder or under any other Loan
Document (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of
time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means
“to and including.” If any provision of this Agreement or any other Loan Document refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any
and all means, direct or indirect, of taking, or not taking, such action. 
 (e) Contracts. Unless otherwise expressly
provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and
substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document. 

 

 140 








 (f) Laws. References to any statute or regulation are to be construed as including
all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation. 

11.3 Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly
otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any
provision of Article V or VI unless the Borrowers, Agents and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and
similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein,
all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards
Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a
financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are
delivered to Agent. For purposes of determining (i) the US Dollar Equivalent of any Loan and any other amount used in connection with the calculation of the Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in
connection with (y) any proposed Borrowing (or upon any request for conversion or continuation of any Loan), shall be based upon the US Dollar Equivalent as in effect two (2) Business Days prior to such Borrowing, conversion or
continuation or (z) the delivery of a duly completed Borrowing Base Certificate as required by subsection 4.2(d) (including the calculation of Aggregate Availability set forth therein), shall be based upon the US Dollar Equivalent as in effect
on the date as of which the Borrowing Bases are calculated pursuant to such Borrowing Base Certificate, (ii) the US Dollar Equivalent of any Loan and any other amount used in connection with the calculation of the Maximum US Revolving Loan
Balance and the Maximum Canadian Revolving Loan Balance in connection with any proposed issuance of a Letter of Credit (or upon any request for the amendment, renewal or extension thereof), shall be based upon the US Dollar Equivalent as in effect
on the date of such issuance, amendment, renewal or extension, and (iii) compliance under each of Articles IV, V and VI, any amount in a currency other than US Dollars will be converted, on the last Business Day of each Fiscal Quarter or, more
frequently as US Agent may require upon the occurrence and during the continuance of an Event of Default. 
 11.4
Payments. (a) Agents may set up standards and procedures to determine or redetermine, in their reasonable discretion, the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not
be obligated to, rely on any determination made by any Credit Party or any L/C Issuer. Any such determination or redetermination by Agents shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination
by any Secured Party or any Credit Party and no other currency conversion shall change or release any obligation of any Credit Party or of any 
  

 141 








 
Secured Party (other than Agents and their Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the
amount as converted. Agents may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds. 

(b) Interest and principal on all Loans funded in a particular currency will be paid or repaid in that same currency; provided that all
expense reimbursements hereunder shall be paid in Dollars. For purposes of preparing financial statements, amounts in any currency other than Dollars will be converted to Dollars based on GAAP, consistently applied, for the purposes of preparing
cash flow statements and income statements. If the Appropriate Agent receives any payment from or on behalf of any Credit Party in a currency other than the currency in which the relevant Obligation is denominated, the Appropriate Agent may convert
the payment (including the monetary proceeds of realization upon any Collateral and any Funds held in a cash collateral account) into the currency in which the relevant Obligation is payable at the exchange rate published in the Wall Street Journal
on the Business Day closest in time to the date on which such payment was due (or if such reference is not available, by such other method reasonably determined by Appropriate Agent). The relevant Obligations shall be satisfied only to the extent of
the amount actually received by the Appropriate Agent upon such conversion. Unless otherwise specified herein, all determinations of US Dollar Equivalents (calculating financial covenants and determining compliance with covenants expressed in
Dollars) shall be determined by reference to the Wall Street Journal published on the Business Day closest in time to the relevant date of determination or for the relevant period of determination or by such other method reasonably determined by the
Appropriate Agent in accordance with such Appropriate Agent’s customary practice for commercial loans being administered by it. 

11.5 Judgment Currency. 

(a) If, for the purpose of obtaining or enforcing judgment against any Credit Party in any court in any jurisdiction, it becomes
necessary to convert into any other currency (such other currency being hereinafter in this Section 11.5 referred to as the “Judgment Currency”) an amount due under any Loan Document in any currency (the “Obligation
Currency”) other than the Judgment Currency, the conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding the date of actual payment of the amount due, in the case of any proceeding in the courts of
the Province of Ontario or in the courts of any other jurisdiction that will give effect to such conversion being made on such date, or the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction
(the applicable date as of which such conversion is made pursuant to this Section 11.5 being hereinafter in this Section 11.5 referred to as the “Judgment Conversion Date”). 

(b) If, in the case of any proceeding in the court of any jurisdiction referred to in Section 11.5(a), there is a change in the rate
of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due, the applicable Credit Party or Credit Parties shall pay such additional amount (if any, but in any event not a lesser amount) as
may be necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will 

 

 142 








 
produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the rate of exchange
prevailing on the Judgment Conversion Date. Any amount due from any Credit Party under this Section 11.5(b) shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of
any of the Loan Documents. 
 (c) The term “rate of exchange” in this Section 11.5 means the rate of exchange at
which the Appropriate Agent, on the relevant date at or about 12:00 noon (Toronto time), would be prepared to sell, in accordance with Agent’s normal course foreign currency exchange practices, the Obligation Currency against the Judgment
Currency. 
 [Signature Pages Follow.] 

 

 143 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written. 
  

			
	BORROWERS:
	
	 THERMON INDUSTRIES, INC.

		
	 By:
	 	 /s/ Rodney Bingham

	 Name:
	 	Rodney Bingham
	 Title:
	 	President
		
	 FEIN:
	 	  

	
	 Address for notices:

100 Thermon Drive

San Marcos, Texas 78666

		
	 Attn:
	 	  

	 Facsimile:
	 	  

	
	 Address for wire transfers:

	
	  

	
	  

	
	  

	
	 THERMON CANADA INC.

		
	 By:
	 	 /s/ Rodney Bingham

	 Name:
	 	Rodney Bingham
	 Title:
	 	President
		
	 FEIN:
	 	  

	
	 Address for notices:

333 28 Street NE

Calgary, Alberta

Canada T2A 7P4

	 Attn:
	 	  

	 Facsimile:
	 	  

	
	 Address for wire transfers:

	
	  

	
	  

	
	  




Signature Page of Credit Agreement 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written. 
  

			
	OTHER CREDIT PARTIES:
	
	THERMON HOLDING CORP.
		
	By:	 	 /s/ Rodney Bingham

	Name:	 	Rodney Bingham
	Title:	 	President
		
	FEIN:	 	  

	
	Address for notices:
	
	  

	  

	  

	 Attn:
	 	  

	Facsimile:	 	  




Signature Page of Credit Agreement 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their
duly authorized officers as of the day and year first above written. 
  

			
	THERMON MANUFACTURING COMPANY
		
	By:	 	 /s/ Rodney Bingham

	Name:	 	Rodney Bingham
	Title:	 	President
		
	FEIN:	 	  

	
	THERMON HEAT TRACING SERVICES, INC.
		
	By:	 	 /s/ Rodney Bingham

	Name:	 	Rodney Bingham
	Title:	 	President
		
	FEIN:	 	  

	
	THERMON HEAT TRACING SERVICES-II, INC.
		
	By:	 	 /s/ Rodney Bingham

	Name:	 	Rodney Bingham
	Title:	 	President
		
	FEIN:	 	  

	
	THERMON HEAT TRACING SERVICES-I, INC.
		
	By:	 	 /s/ Rodney Bingham

	Name:	 	Rodney Bingham
	Title:	 	President
		
	FEIN:	 	  




Signature Page of Credit Agreement 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written. 
  

			
	 GENERAL ELECTRIC CAPITAL CORPORATION,

as Agent, Swingline Lender and as a Lender

		
	By:	 	 /s/ Mark Birkett

	Name:	 	Mark Birkett
	Title:	 	Its Duly Authorized Signatory


  

	
	 Address for Notices:

	
	 General Electric Capital Corporation

500 West Monroe Street

Chicago, Illinois 60661

Attn: Thermon Account Officer

Facsimile: (312) 441-7211

	
	 With a copy to:

	
	 General Electric Capital Corporation

201 Merritt 7

P.O. Box 5201

Norwalk, Connecticut 06851

Attn: General Counsel-Global Sponsor Finance

Facsimile: (203) 956-4216
  

and

	
	 General Electric Capital Corporation

500 West Monroe Street

Chicago, Illinois 60661

Attn: Corporate Counsel-Global Sponsor Finance

Facsimile: (312) 441-6876

	
	 Address for payments:

	
	 ABA No. 021-001-033

Account Number 50279791

Deutsche Bank Trust Company Americas

New York, New York

Account Name: GECC/CAF DEPOSITORY

Reference: CFK1341/Thermon




Signature Page of Credit Agreement 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written 
  

			
	 GE CANADA FINANCE HOLDING COMPANY,

as Agent, Swingline Lender and as a Lender

		
	By:	 	 /s/ Richard Zeni

	Name:	 	Richard Zeni
	Title:	 	Its Duly Authorized Signatory


  

	
	 Address for notices:

	
	 GE CANADA FINANCE HOLDING COMPANY

	 123 Front Street West, Suite 1400

	 Toronto, ON M5J 2M2

	 Attention: Thermon Account Manager

	 Telecopier No.: (416) 202-6226

	 Telephone No.: (416) 202-6216

	
	 With a copy to:

	
	 General Electric Capital Corporation

	 10 Riverview Drive

	 Danbury, CT 06810

	 Attention: Corporate Counsel – Corporate Finance




			
	 Telecopier No.:
	 	  

	 Telephone No.:
	 	  




 

	
	 Address for payments:

	
	 Dollar Fundings

	
	 Bank Number: 0003

	 Branch Number: 00002

	 Account Number: 4033494

	 Bank: Royal Bank of Canada

	 Toronto, Canada

	 Account Name: GE Canada Finance - GSF

	 Reference: CUD1127/Thermon Canada Inc.

	
	 (continued below)




Signature Page of Credit Agreement 
  








	
	Canadian Dollar Fundings
	
	Bank Number: 0003
	Branch Number: 00002
	Account Number: 1069962
	Bank: Royal Bank of Canada
	Toronto, Canada
	Account Name: GE Canada Finance - GSF
	Reference: CND1253/Thermon


 Signature Page of Credit
Agreement 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written 
  

			
	BANK OF MONTREAL
	    as a Canadian Lender
		
	By:	 	 /s/ Sean P. Gallaway

	Name:	 	Sean P. Gallaway
	Title:	 	Vice President
	
	Address for notices:
	
	235 Simcoe Street,
3rd Floor
	 Toronto, ON
 M5T
1T4

	Attn: Service Representative – Jinnie Chan
	
	Lending office:
	
	235 Simcoe Street,
3rd Floor
	Toronto, ON
	M5T 1T4


 Signature Page of Credit Agreement

 
 IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written 
  

			
	BANK OF MONTREAL
	    as a US Lender
		
	By:	 	 /s/ Thad D. Rasche

	Name:	 	Thad D. Rasche
	Title:	 	Director
	
	Address for notices:
	
	111 West Monroe Street
	20th Floor
 West
	Chicago, IL 60603
	
	Lending office:
	
	 111 West Monroe Street

17th Floor


	 Chicago, IL
 60603




 Signature Page of Credit Agreement 
  

 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written 
  

			
	 KEYBANK NATIONAL ASSOCIATION, as a

Lender, and as Syndication Agent

		
	By:	 	 /s/ Kenneth A. Horner

	Name: Kenneth A. Horner
	Title: Director – Leveraged Finance Group
	
	Address for notices:
	
	127 Public Square,
6th Floor
	Cleveland, Ohio 44114-1306
	Attn: David W. Eaton
	Director – Leveraged Finance Group
	
	Lending office:
	
	KeyBank National Association
	127 Public Square
	Mail Locator: OH-01-27-1207
	Cleveland, Ohio 44114
	Attn: Loan Operations Group


 Signature Page
of Credit Agreement 







 Schedule 1.1(b) 

Revolving Loan Commitments 

US Revolving Loan Commitments 
  

				
	 General Electric Capital Corporation
	  	$	20,000,000
		
	 Bank of Montreal
	  	$	10,000,000
		
	 KeyBank National Association
	  	$	10,000,000

 Canadian Revolving Loan
Commitments 
  

				
	 GE Canada Finance Holding Company
	  	$	10,000,000
		
	 Bank of Montreal
	  	$	5,000,000
		
	 KeyBank National Association
	  	$	5,000,000








 Schedule 4.15 

Post-Closing Obligations 
 1.
Within ten (10) Business Days following the Closing Date, the Credit Parties shall deliver to US Agent the original Revolving Promissory Note dated as of October 1, 2001 issued by Thermon Latinoamericana, S. de R.L. de CV. to and in favor
of Thermon Manufacturing Company, in the maximum principal amount of $350,000, together with a duly executed, undated allonge in blank, in each case, in form and substance reasonably satisfactory to US Agent. 

2. Within ten (10) Business Days following the Closing Date, the Credit Parties shall deliver to US Agent all original Stock certificates (not
previously delivered) issued by non-Canadian Foreign Subsidiaries to Credit Parties, which are required to be pledged as security for the Obligations pursuant to the Guaranty and Security Agreement, together with original, duly executed stock powers
and irrevocable proxies related thereto, in each case, in form and substance satisfactory to US Agent. 
 3. Within thirty (30) calendar
days following the Closing Date, the Credit Parties shall deliver to US Agent an ALTA survey of the Credit Parties’ owned real property in San Marcos, Texas, certified, including flood zone certification, in favor of US Agent and otherwise in
form and substance reasonably satisfactory to US Agent. 
 4. Within thirty (30) calendar days following the Closing Date, the Credit
Parties shall deliver to the Agents (i) insurance certificates with respect to the Credit Parties’ Canadian liability insurance policies (the “Canadian Liability Policies”) naming, in each case, the Applicable Agent as an
additional insured thereunder, together with the related endorsements to such policies, duly executed by the provider of the Canadian Liability Policies, (ii) a complete set of documentation for the Canadian Liability Policies and
(iii) revised insurance certificates for the Credit Parties’ property insurance policies updated to reflect the new policy information therefor and naming the Agents as loss payees thereunder, together with the related endorsements to such
policies, duly executed by the provider of such insurance, in each case in form and substance reasonably satisfactory to the Agents. 
 5. In
the event the Credit Parties obtain an appraisal of the Credit Parties’ owned real property located in any of San Marcos, Texas or Houston, Texas, which provides for an appraised value in excess of the amount of the applicable loan policy of
title insurance issued by First American Title Insurance Company to and in favor of US Agent on the Closing Date, the Credit Parties shall, unless otherwise agreed by US Agent, obtain, at the Credit Parties’ sole cost and expense, within ten
(10) Business Days of the completion of such appraisal, an amendment to such loan policy of title insurance pursuant to which the insured amount of such insurance shall be increased to match the appraised value of the applicable owned real
property. 







 Schedule 3.5 

Litigation 
  

	 	1.	Thermon Manufacturing Company has disclosed violations of U.S. economic sanctions, export controls and anti-boycott laws to the Office of Antiboycott Compliance
(“OAC”). The initial disclosure to OAC was made in January 2008, and the final disclosure followed in April 2008. The matter before OAC is ongoing. The current status of the case before OAC is as follows: 


Office of Antiboycott Compliance. OAC is still conducting its review of Thermon Manufacturing Company’s disclosure submissions
(including supplemental submissions in July and October 2008, and October 2009 responding to agency follow-up questions). Thermon Manufacturing Company disclosed 26 violations of 15 C.F.R. part 760: 14 violations involving the failure to report
boycott requests; 11 violations involving the transmittal of prohibited information in response to a boycott request; and 1 violation involving a passive agreement to a condition in a letter of credit not to use blacklisted banks. OAC has not
yet issued a pre-charging letter. Thermon Manufacturing Company has agreed to extend a waiver of the statute of limitations through June 30, 2010. Thermon Manufacturing Company has represented that it intends to cooperate with OAC to
settle these violations. 
  

	 	2.	Canada Revenue Agency (the “CRA”) is currently conducting an audit of the 2007 acquisition by Audax. As of the Closing Date, no proposed adjustments have been
made by the CRA.* 

  

	*	All taxes arising out of this matter are indemnified by the Indemnity Escrow Account (as defined in the Purchase Agreement), and such indemnity is not subject to the
deductible. 








 Schedule 3.7 

ERISA and Related Canadian Compliance 

Benefit Plans Subject to the Qualification Requirements of Section 401(a) of the Code 

 

	1.	Thermon Industries, Inc. 401(k) Plan administered by Prudential Bank & Trust, FSB or its successors or assigns 


Canadian Benefits Plans 
  

	1.	Employee Medical Plan administered by Equitable Life of Canada, policy #96385 (includes Extended Medical, Dental, Vision, Life, Accident, and Long-Term Disability)


  

	2.	Workers’ Compensation Insurance Policy 

  

	3.	Severance Pay Policy whereby severance pay is awarded at management’s discretion 


 

	4.	Allowable Expense Reimbursement Policy (includes communications, travel, and mileage expenses) 


 

	5.	Holiday Pay and Paid Leave Policies 

  

	6.	Vacation Policy 

  

	7.	Bonus Policy whereby employees receive bonuses at management’s discretion 


 

	8.	Registered Retirement Savings Plan (RRSP) 

  

	9.	Car Allowance Policy 

  

	10.	Employee Health Insurance Policy administered by Provincial Health Care, policy #1160940822 (Quebec), #111674782 (Ontario) 


 

	11.	Employee Health Insurance Policy administered by Alberta Health Care, policy #9585 








 Schedule 3.9 

Real Estate 

Leased Real Property Schedule 

United States 
  

	1.	Commercial Lease, dated February 1, 2010, between C.W. Seebeck d.b.a. Seebeck Partnership, Ltd., as lessor, and Thermon Manufacturing Company, as lessee (Buildings
6, 17, 18 & 19 of 4105 Hunter Road, Hunter Business Park, San Marcos, TX 78666). 

  

	2.	Office Lease, dated May 7, 2003, between Drummond Plaza Associates, as Landlord, and Thermon Americas, Inc., as Tenant (2102 Drummond Plaza, Newark, DE
19711-1356); Lease Extension, dated April 11, 2006, between KBJD1, LLC, as landlord, and Thermon Industries, Inc., as tenant (2102 Drummond Plaza, Newark, DE 19711-1356); Lease Extension, dated May 28, 2008, between KBJD1, LLC, as
landlord, and Thermon Industries, as tenant (2102 Drummond Plaza, Newark, DE 19711-1356); Lease Extension, dated August 14, 2009, between KBJD1, LLC, as landlord, and Thermon Industries, as tenant (2102 Drummond Plaza, Newark, DE 19711-1356).


  

	3.	Rental Agreement – Texas, dated June 14, 2006, between Sovran Acquisition Limited Partnership (Uncle Bob’s Self Storage), as landlord, and Thermon
Manufacturing Company, as tenant; Lease Addendum Insurance Requirement; Rental Agreement Addendum dated June 15, 2006 (Unit 419) as amended by that certain Monthly Rent Adjustment, dated July 25, 2009. 


 

	4.	Rental Agreement – Texas, dated June 14, 2006, between Sovran Acquisition Limited Partnership (Uncle Bob’s Self Storage), as landlord, and Thermon
Manufacturing Company, as tenant; Lease Addendum Insurance Requirement; Rental Agreement Addendum dated June 15, 2006 (Unit 423) as amended by that certain Monthly Rent Adjustment, dated July 25, 2009. 


 

	5.	The Company leases a storage unit from Superior Self Storage located at 2600 Cambridge Road, Cameron Park, CA 95682. 


 

	6.	Off-Site Storage – California, dated December 13, 2006, between The Office Planning Group, Inc. and Thermon Manufacturing Company. 


 

	7.	Residential Lease, dated January 12, 2009, between Randall Morris & Company, as landlord, and Thermon Manufacturing Company, as tenant (713 Burleson, San
Marcos, TX 78666), as extended pursuant to that certain Extension to Residential Agreement, effective January 8, 2010, by and between Randall Morris and Thermon Manufacturing Company. 








 Canada 

 

	1.	Lease, dated February 8, 2001, between 710436 Alberta Ltd., as landlord, and Thermon Canada Inc., as tenant (333 28th Street, N.E. Calgary, Alberta T2A 7P4), as
amended pursuant to that certain Lease Amending Agreement, dated December 5, 2005, between PFS Industrial One Inc., as landlord, and Thermon Canada Inc., as tenant (333 28th Street, N.E. Calgary, Alberta T2A 7P4). 


 

	2.	Agreement of Lease, dated March 28, 2006, between SREIT (West No. 1) Ltd., as landlord, and Thermon Canada Inc., as tenant (Units 2-8, 3110-14 Avenue NE,
Calgary, Alberta T2A 6J4) as amended pursuant to that certain Addendum to Lease, dated June 5, 2006, between SREIT (West No. 1) Ltd., as landlord, and Thermon Canada, Inc., as tenant; Consent to Sublease by and among SREIT (West
No. 1) Ltd. (represented by ING Real Estate Canada LP), The Calgary Sun (a division of Sun Media Corporation) and Thermon Canada, Inc. for premises located at 9, 3110-14 Avenue NE, Calgary, Alberta T2A 6J4. 


 

	3.	Lease, dated January 10, 2007, between Thermon Canada Inc., as tenant, and San Rand Inc., as landlord (850-854 Unit #6 & #7, Upper Canada Dr., Sarnia,
Ontario N7T 7H5). 

  

	4.	Lease, dated March 16, 2010, between Sabo Bros. Enterprises Ltd., as lessor, and Thermon Heat Tracing Services, as lessee (5215-87 Street, Edmonton, Alberta T6E
5L5). 

  

	5.	Lease, dated February 9, 2009, between Sabo Bros, Enterprises Ltd., as lessor, and Thermon Heat Tracing Services, as lessee (5213 – 87 Street, Edmonton,
Alberta T6E 5L5). 

 China 
  


	1.	Lease relating to property at Rooms 1206-1207, Golden Land Office Building, 32 Liangmaqiao Road, Chaoyang District, Beijing, 100016, PR China. 


 

	2.	Lease relating to property at Suites 14B, C and D, Yi Bai Shan Shan Bldg., 985 Dongfang Road, Pudong New Area, Shanghai, 200122, PR China. 


 

	3.	Lease relating to property at Section C, 2nd Floor, 88 Taigu Rd., Waigaoqia Free Traded Zone, Shanghai, 200131, PR China. 


 

	4.	Lease for Employee Dormitory located at Rm.2601, No.3 Lane, 28 North Zhangjiabang Rd, Pudong New Area, Shanghai. 


Mexico 
  

	1.	Lease, dated April 21, 2008, between Celestina Candelario Hernandez, as landlord, and Thermon Latinoamericana S de R.L. de C.V. as tenant (Benito Juárez
n° 100 Col. Insurgentes Sur Minatitlán Veracruz, C.P. 96710.). 









	2.	Contrato de Arrendamiento, dated February 15, 2009, between Centro de Computacion y Ventas, S.A. de C.V. and Thermon Latinoamericana S de R.L. de C.V. for the
property located at Calle de Lerdo de Tejada No. 1 Col. Guadalupe Inn, Deleg. Alvaro Obregon, C.P. 01020 Mexico, D.F. 


United Kingdom 
  

	1.	Underlease, dated June 30, 1999, between Helena Laboratories U.K. Ltd., as landlord, Thermon U.K. Ltd., as tenant, and Thermon Europe B.V., as guarantor (Site
BT1/M361, Team Valley Trading Estate, Gateshead, Tyne & Wear NE11 0JW, United Kingdom) as amended by that certain Amendment to Lease, dated December 5, 2008, between Helena Laboratories U.K. Ltd., as landlord, and Thermon U.K. Ltd., as
tenant (Site BT1/M361 Team Valley Trading Estate Gateshead, Tyne & Wear, NE11 0JW, United Kingdom). 


Germany 
  

	1.	Lease, dated April 22, 2003, between Grundstücksgesellschaft TechnologiePark Bergisch Gladbach U. und Dr. K. Lammerting (as predecessors-in-interest), as
landlord, and Thermon Deutschland GmbH, as tenant (Technologiepark Bergisch, Gladbach, Friedrick-Ebert-Strasse 20, West Haus Nr. 27, 51429 Bergisch Gladbach, Germany), as amended by (i) that certain Amendment, dated September 5, 2005,
between Grundstücksgesellschaft TechnologiePark Bergisch Gladbach U. und Dr. K. Lammerting (as predecessors-in-interest), as landlord, and Thermon Deutschland GmbH, as tenant (Technologiepark Bergisch, Gladbach, Friedrick-Ebert-Strasse 20,
West Haus Nr. 27, 51429 Bergisch Gladbach, Germany) and (ii) that certain Amendment, dated October 22, 2008, between Lobito International B.V., as landlord, and Thermon Deutschland GmbH, as tenant (TBG Technologiepark Bergisch Gladbach,
Friedrich-Ebert Strausse, 51429 Bergisch Gladbach, Germany). 

 Kuala Lumpur 

 

	1.	Tenancy Agreement, dated November 4, 2009, by and between Chitra A/P Lakhmichand as Landlord, and Thermon Australia Pty Ltd. as Tenant, for a portion of Suite
8-12-1, Level 12, Menara Mutiara Bangsar, No. 8 Jalan Liku, Off Jalan Bangsar, 59100 Kuala Lumpur. 

 South
Korea 
  

	1.	Lease, dated January 1, 2009, relating to property at Suite No. 4106, KWTC Building, 159-1, Samsung-Dong, Kangnam-ku, Seoul 135-729, Korea; Lease Renewal,
dated January 1, 2010, relating to property at Suite No. 4106, KWTC Building, 159-1, Samsung-Dong, Kangnam-ku, Seoul 135-729, Korea. 

  

	2.	Lease Agreement, dated May 22, 2009, between SFC Co. Ltd., as Lessor, and Thermon Korea Ltd., as Lessee (2136 Hwadong-ri, Hwayang-myun, Yeosu-si, Jeollanam-do
– ‘A’ Warehouse, ‘B’ Office Building, and ‘C’ Manufacturing Building). 









	3.	Agreement for warehouse space with Seon-Su Bonded Warehouse located at 590-2, Seongsu-dong 2-ga, Seongdong-gu, Seoul, Korea. 


France 
  

	1.	Bail Commercial between Thermon France SAS, as tenant, and B&C Properties, as landlord, relating to property at 51-55 Rue Hoche, Batiment A, 94200 Ivry sur Seine,
France. 

 Australia 
  

	1.	Oral agreement by and between Thermon Australia Pty Ltd., as tenant, and Highfield Enterprises, as landlord, for the lease of Room 29, 351 Kingsway, Caringbah, NSW
2229. 

 India 
  

	1.	Agreement of Leave and Licence, dated May 22, 2007, by and among Shri Sanjay Baburao Shete and Shri Deepak Baburao Shete, as licensors and Thermon Heat Tracers
Pvt. Ltd., as licensee. 

  

	2.	Leave and Licence Agreement, dated February 23, 2010, by and between Uday Narayanrao Mane and Thermon Heat Tracers Private Limited. 


 

	3.	Leave and Licence Agreement, dated February 23, 2010, by and among Promod Narayanrao Mane and Thermon Heat Tracers Private Limited. 


Japan 
  

	1.	Thermon Far East rents a parking space in Yokohama, Japan. 

  

	2.	Lease for the office located at 2nd. Fl, Recruit Yokohama Bldg. 6-3 Kinko-cho, Kanagawa-ku Yokohama Kanagawa-Pref. 221-0056 Japan. 


 

	3.	Lease for warehouse space located at 1-1 Ebisu-cho Kanagawa-ku Yokohama-shi Kanagawa-ken 221-0024 Japan. 


Russia 
  

	1.	Lease, dated March 12, 2009, for the office space located at 19 Balakirevskiy Side Street, Building 1, Moscow, Russia, 105082. 


 

	2.	Agreement with Wim Bosman, dated March 1, 2009, for warehouse space located at Chyornaya Gryaz Village, Multi-building warehouse ‘MLP,’ Building B,
Moscow region, Russia. 








 Kingdom of Bahrain 

 

	1.	Lease Agreement, beginning October 1, 2008, between Her Highness Shaikha Hessa Bint Salman Al Khalifa, as Landlord, and Thermon Middle East, as tenant (Suit 608 on
the 6th floor of Part 3 (Municipality 68) of the Manama Centre Building No 114 on Government Road, Manama Area no 316); Lease Agreement beginning October 1, 2009, between Her Highness Shaikha Hessa Bint Salman Al Khalifa, as Landlord, and
Thermon Middle East, as tenant (Suit 608 on the 6th floor of Part 3 (Municipality 68) of the Manama Centre Building No 114 on Government Road, Manama Area no 316). 


 

	2.	Lease Agreement, beginning July 1, 2009, between Sayed Abdula Mohsin Al-Alawi, as owner, and Thermon Middle East W.L.L., as leaseholder (FLAT No. 33, Bldg
1272, Road 1818, Block 318-A-Hoora). 

 Owned Real Property Schedule 

 

	1.	The property located at 100 Thermon Drive, San Marcos, Texas, 78666 (the “Thermon Campus”). 


 

	2.	The property located at 1501 McCarty Lane, San Marcos, Texas 78666 (“Thermon Car Barn”) 


 

	3.	The property located at 6322 Quinn Drive, Baton Rouge, LA 70879 (the “Baton Rouge Property”). 


 

	4.	The property located at 2810 Mowery Road, Houston, TX 77045 (“Mowery Road”). 


 

	5.	The property located at 1/30 London Drive, Bayswater, 3153, Victoria, Australia (as legally described in the Certificate of Title Volume 9751 Folio 336) (the
“Australia Property”). 

  

	6.	The Pune Works property located at Koregon Bhima, Maharashtra, India 411005 (the “India Property”) (Property being Plot bearing Gut No. 800/1
(previously known as 570/1) admeasuring 80 acres, situated at Koregaon Bhima Tal, Shirur, District Pune,Property being plot bearing Gut No. 796 (previously known as 566) admeasuring 41 acres, 91 revenue situated in Koregaon Bhima Tal, Shirur,
District Pune, and bounded as follows: on the East by road, on the West by Gut No. 565, on the North by Gut No. 568 and on the South by road). 

  

	7.	The property located at Boezemweg 25, 2641 KG Pijnacker, P.O. Box 205, 2640 AE Pijnacker, The Netherlands (The freehold property consisting of the industrial terrain
with factory building, office, underground and further belongings, situated at 2641 KP Pijnacker, municipality Pijnacker-Nootdorp, Boezemweg 23-25, known at the Dutch land registry as municipality Pijnacker,section B number 4419, measuring 62 are
and 1 centiare.) (the “Netherlands Property”). 








 Real Property otherwise occupied by any Credit Party 

 

	1.	As part of an informal agreement with customer 3M, Thermon Canada Inc. is allowed operate out of two cubicles free of charge located at 1840 Oxford Street East (P.O.
Box 5757), London, Ontario N6A 4T1, Mail Code 02S 001. 

 Purchase options, rights of first refusal or similar contractual
rights 
 None. 







 Schedule 3.10 

Taxes 
  

	1.	Indian tax authorities have ordered Thermon Heat Tracers Private Limited to pay back sales tax obligations and Thermon Heat Tracers Private Limited has disputed the
claims and is at various stages of appeal, as set forth below. (Note: As of 4/29/2010, the U.S. Dollar equivalent of one Indian Rupee is 0.022452)* 

  

																			
	 Sr.
No.
	  	 Name of the case
	  	 Name of
the
parties
	  	 Who is
representing
Thermon
	  	 Venu (is it in a
court, an agency
or
other
	  	The amount
of money at
stake (INR)	  	Date the
dispute
began	  	 last action
(hearing,
decision, filling
of brief,
etc.)
	  	Date of Last
action	  	Expected
date of next
action
	 1
	  	F.Y. 01- 02	  	Mumbai Sales Tax	  	N.V. Tapre & Asscoiates	  	Tribunal - Mumbai Sales Tax	  	44,852	  	26-Mar-07	  	Disallowed Form A received against Sale of Capital Goods	  	16-Jun-09	  	16-Apr-10
	 2
	  	F.Y. 01- 02	  	Central Sales Tax	  	N.V. Tapre & Asscoiates	  	Tribunal - Mumbai Sales Tax	  	819,130	  	26-Mar-07	  	Disallowed High Sea Sales, Works Contract Sales & Pending C forms	  	16-Jun-09	  	16-Apr-10
	 3
	  	F.Y. 03- 04	  	Mumbai Sales Tax	  	Inhouse	  	1st Appeal In Pune Sales Tax	  	248,535	  	31-Mar-09	  	Disallowed Fixed Assets Purchase	  	22-Sep-09	  	6-Mar-10
	 4
	  	F.Y. 03- 04	  	Central Sales Tax	  	Inhouse	  	1st Appeal In Pune Sales Tax	  	2,730,875	  	31-Mar-09	  	Disallowed High Sea Sales, Erection, Installation & Commissioning, Pending C forms	  	22-Sep-09	  	6-Mar-10
	 5
	  	F.Y. 04- 05	  	Mumbai Sales Tax	  	Inhouse	  	With Assisstant Commissioner	  	No demand	  	No dispute	  	Assessment is in process	  	21-Jan-10	  	15-Mar-10
	 6
	  	F.Y. 04- 05	  	Central Sales Tax	  	Inhouse	  	With Assisstant Commissioner	  	No demand	  	No dispute	  	Assessment is in Process	  	21-Jan-10	  	15-Mar-10
	 7
	  	 F.Y. 04- 05 to

F.Y. 08-09
	  	Mumbai Sales Tax	  	Balai & Associates	  	Sales Tax - Pune Enforcement Dept.	  	No demand	  	No dispute	  	Assessment is in Process	  	21-Jan-10	  	6-Mar-10
	 8
	  	 F.Y. 05- 06 to

F.Y. 08-09
	  	Mumbai Sales Tax	  	Inhouse	  	Business Audit - Deputy Commissioner (VAT – 24)	  	No demand	  	No dispute	  	Assessment is in Process	  	21-Dec-09	  	18-Jun-10

  

	2.	The Netherlands customs authorities are currently claiming that Thermon Europe B.V. underpaid customs taxes because a portion of the royalties paid by Thermon Europe
B.V. to Thermon Manufacturing Company were not included in the cost of the goods purchased by Thermon Europe B.V. from Thermon Manufacturing Company. Thermon Europe B.V. is currently challenging the authorities’ methodology.*


  

	3.	Canada Revenue Agency (the “CRA”) is currently conducting an audit of the 2007 acquisition by Audax. As of the date of the Stock Purchase Agreement, no
proposed adjustments have been made by the CRA.* 

  

	4.	The Germany Tax Office claims VAT amounts charged by Thermon Europe to Thermon Deutschland GmbH are not deductible by Thermon Deutschland GmbH as they should not have
been charged in the first place. The Germany VAT inspector need proof of shipment for goods shipped from Germany to other 









	 	 
European Union and non European Union countries. The German Tax Office has also declared that invoice copies (Thermon Europe to Thermon Deutschland GmbH) out of the ERP system are not valid.*



  

	5.	The Texas Comptroller of Public Accounts has provided notice to Thermon Manufacturing Company that it will be conducting a routine audit of its sales excise and use tax
account.* 

  

	*	All taxes arising out of this matter is indemnified by the Indemnity Escrow Account (as defined in the Purchase Agreement), and such indemnity is not subject to the
deductible. 








 Schedule 3.12 

Environmental 
 None.








 Schedule 3.15 

Labor Relations 
 None.








 Schedule 3.17 

Brokers’ and Transaction Fees 

None. 







 Schedule 3.19 

Ventures, Subsidiaries and Affiliates; Outstanding Stock 

 

									
	 Entity
	  	Jurisdiction	  	Equityholder	  	Equity Interests	  	Percentage
Ownership
	 Thermon Holding Corp.
	  	Delaware	  	Thermon Group, Inc.	  	100,000	  	100%
					
	 Thermon Industries, Inc.
	  	Texas	  	Thermon Holding Corp.	  	1,000	  	100%
					
	 Thermon Canada Inc.
	  	Nova
Scotia	  	Thermon Holding Corp.	  	1,000	  	100%
					
	 Thermon Manufacturing Company
	  	Texas	  	Thermon Industries, Inc.	  	2,242	  	100%
					
	 Thermon Heat Tracing Services, Inc.
	  	Texas	  	Thermon Manufacturing
 Company
	  	1,000	  	100%
					
	 Thermon Heat Tracing Services-I, Inc.
	  	Texas	  	Thermon Manufacturing
 Company
	  	1,000	  	100%
					
	 Thermon Heat Tracing Services-II, Inc.
	  	Louisiana	  	Thermon Manufacturing
 Company
	  	2,000	  	100%
					
	 Thermon Latinoamericana, S. de R.L. de C.V.
	  	Mexico DF,
Mexico	  	Thermon Manufacturing
 Company
	  	2,999	  	99%
					
		  		  	Thermon Heat Tracing
 Services-I, Inc.
	  	1	  	1%
					
	 Thermon Europe B.V.
	  	Netherlands	  	Thermon Manufacturing
Company	  	1,229	  	100%
					
	 Thermon Benelux B.V.
	  	Netherlands	  	Thermon Europe B.V.	  	40	  	100%
					
	 Thermon Deutschland GmbH
	  	Germany	  	Thermon Europe B.V.	  	100,000	  	100%
					
	 Thermon Ltd.

(OOO<<TepMOH>>)
	  	Russian
Federation	  	Thermon Europe B.V.	  	N/A	  	100%
					
	 Thermon France SAS
	  	France	  	Thermon Europe B.V.	  	100	  	100%
					
	 Thermon Italia, S.p.A
	  	Italy	  	Thermon Europe B.V.	  	200,000	  	100%
					
	 Thermon U.K. Ltd.
	  	United
Kingdom	  	Thermon Europe B.V.	  	3000 ordinary
shares 210,000 preferred
shares
	  	100%*
					
	 Thermon Australia Pty. Ltd.
	  	Australia	  	Thermon Manufacturing
Company	  	24,400	  	100%
					
	 Thermon Far East, Ltd.
	  	Japan	  	Thermon Manufacturing
Company	  	1,000	  	100%









									
	 Entity
	  	Jurisdiction	  	Equityholder	  	Equity Interests	  	Percentage
Ownership
	 Thermon Heat Tracers Pvt. Ltd
	  	India	  	Thermon Manufacturing Company	  	649,997 shares	  	99.999538%
					
		  		  	Thermon Heat Tracing Services, Inc.	  	1 share	  	0.000154%
					
		  		  	Thermon Heat Tracing Services-I, Inc.	  	1 share	  	0.000154%
					
		  		  	Thermon Heat Tracing Services-II, Inc.	  	1 share	  	0.000154%
					
	 Thermon Heat Tracing &

Engineering (Shanghai) Co. Ltd.
	  	China	  	Thermon Manufacturing
 Company
	  	N/A	  	100%
					
	 Thermon Korea, Ltd.
	  	Korea	  	Thermon Manufacturing
 Company
	  	2,700	  	100%
					
	 Thermon Middle East, WLL
	  	Bahrain	  	Thermon Europe B.V.  

Thermon U.K. Ltd.
	  	495 shares  

5 shares
	  	99%  
 1%



  

	*	One ordinary share may be owned by Alan Pearson held for the benefit of Thermon Europe. The Company is currently in the process of having Mr. Pearson assign the
share to Thermon Europe or another entity. 








 Schedule 3.20 

Jurisdiction of Organization; Chief Executive Office 

 

											
	 Company name
	  	 Headquarters
	  	 Principal Place of
Business
	  	 Chief Executive
Office
	  	ID No.	  	Jurisdiction
	Thermon Holding Corp.	  	 c/o Code, Hennessy & Simmons, LLC

10 South Wacker Drive
 Suite 3175

Chicago, IL 60606
 Cook County
	  	Hays County, Texas	  	Cook County, Illinois	  	4357673	  	Delaware
						
	Thermon Industries, Inc.	  	 100 Thermon Drive
 San Marcos,
TX 78666
 Hays County
	  	Hays County, Texas	  	Hays County, Texas	  	62831500	  	Texas
						
	Thermon Manufacturing Company	  	 100 Thermon Drive
 San Marcos,
TX 78666
 Hays County
	  	Hays County, Texas	  	Hays County, Texas	  	16727500	  	Texas
						
	Thermon Heat Tracing Services, Inc.	  	 100 Thermon Drive
 San Marcos,
TX 78666
 Hays County
	  	Hays County, Texas	  	Hays County, Texas	  	62831400	  	Texas
						
	Thermon Heat Tracing Services-I, Inc.	  	 2810 Mowery Road
 Houston, TX
77045
 Harris County
	  	Harris County, Texas	  	Harris County, Texas	  	116158300	  	Texas
						
	Thermon Heat Tracing Services-II, Inc.	  	 6332 Quinn Drive
 Baton Rouge,
LA 70817
 East Baton Rouge Parish
	  	 East Baton Rouge

Parish, Louisiana
	  	 East Baton Rouge

Parish, Louisiana
	  	34401261D	  	Louisiana
						
	Thermon Canada Inc.	  	Thermon Canada Inc. 333 28 Street NE Calgary, Alberta Canada T2A 7P4	  	Calgary, Alberta Canada	  	Calgary, Alberta Canada	  	Registration
of Joint Stock Co.

No.:
 3222536
	  	Nova Scotia
						
		  		  		  		  	CRA No.: 13795
5431	  	

  

	 	•	 	 On March 31, 2006, Thermon Americas, Inc. was merged with and into Thermon Manufacturing Company, with Thermon Manufacturing Company surviving the
merger. 


  

	 	•	 	 Prior to the 2007 transaction by which Audax Private Equity Fund II, L.P. acquired control of the Borrowers and all of Borrowers’ Subsidiaries
(the “Audax Acquisition”), Thermon Canada Inc. was a direct and wholly-owned subsidiary of Thermon Manufacturing Company, which in turn was a direct and wholly owned subsidiary of Thermon Industries, Inc. After several intermediate steps,
the result 










	 	 
of the Audax Acquisition was that Thermon Canada Inc. became a direct and wholly-owned subsidiary of Thermon Holding Corp., an entity that did not exist prior to the Audax Acquisition. In
connection with this transaction the jurisdiction of organization of Thermon Canada Inc. changed from Alberta to Nova Scotia on September 19, 2007. 



 

	 	•	 	 On April 16, 2010, Thermon International Sales Corporation–II, a wholly-owned subsidiary of Thermon Manufacturing Company, was merged with
and into Thermon Manufacturing Company, with Thermon Manufacturing Company surviving the merger. 









 Schedule 3.21 

Deposit Accounts and Other Accounts 
  

									
	 Thermon Entity
	 	 Name of Bank,
	 	 Account Number
	 	Type of
Account	 	Address
and
Telephone Number of Bank
	Thermon Manufacturing Company	 	[redacted]	 	[redacted]	 	Operating	 	[redacted]
					
	Thermon Manufacturing Company	 	[redacted]	 	[redacted]	 	Money Market	 	[redacted]
					
	Thermon Manufacturing Company	 	[redacted]	 	[redacted]	 	Disbursement	 	[redacted]
					
	Thermon Manufacturing Company	 	[redacted]	 	[redacted]	 	Payroll	 	[redacted]
					
	Thermon Manufacturing Company	 	[redacted]	 	[redacted]	 	Employee Cafeteria Plan	 	[redacted]
					
	Thermon Manufacturing Company	 	[redacted]	 	[redacted]	 	CD, Pledged as
 Collateral
	 	[redacted]
					
	Thermon Manufacturing Company	 	[redacted]	 	[redacted]	 	Lockbox	 	[redacted]
					
	Thermon Manufacturing Company	 	[redacted]	 	[redacted]	 	Employee
 Benefit (UHC),

Third Party
	 	[redacted]
					
	Thermon Heat Tracing Services-I, Inc.	 	[redacted]	 	[redacted]	 	Disbursement	 	[redacted]
					
	Thermon Heat Tracing Services-I, Inc.	 	[redacted]	 	[redacted]	 	THTS – I Payroll	 	[redacted]
					
	Thermon Heat Tracing Services, Inc.;Thermon Heat Tracing Services-I, Inc.; Thermon Heat Tracing Services-II, Inc.	 	[redacted]	 	[redacted]	 	Lockbox	 	[redacted]
					
	Thermon Heat Tracing Services-II, Inc.	 	[redacted]	 	[redacted]	 	Disbursement	 	[redacted]
					
	Thermon Heat Tracing Services-II, Inc.	 	[redacted]	 	[redacted]	 	Local Account	 	[redacted]
					
	Thermon Canada Inc.	 	[redacted]	 	[redacted]	 	Operating Account	 	[redacted]
					
	Thermon Canada Inc	 	[redacted]	 	[redacted]	 	USD Account	 	[redacted]
					
	Thermon Canada Inc	 	[redacted]	 	[redacted]	 	Future Term Deposits	 	[redacted]
					
	Thermon Canada Inc	 	[redacted]	 	[redacted]	 	Collateral Term
 Deposit – GIC Pledged
to TD
	 	[redacted]









									
	 Thermon Entity
	 	 Name of Bank,
	 	 Account Number
	 	Type of
Account	 	Address
and
Telephone Number of Bank
	Thermon Industries, Inc.	 	[redacted]	 	[redacted]	 	Disbursement	 	[redacted]
					
	Thermon Holding Corp.	 	[redacted]	 	[redacted]	 	Disbursement	 	[redacted]








 Schedule 3.22 

Bonding; Licenses 

Performance Bonds 

Thermon Holdings, LLC 
 Performance
Bonds Outstanding as of March 31, 2010 
  

																		
	 Obligue
	  	Project / Description	  	Effective Date	  	Expiry	  	Currency	  	Bond Amount	  	FX Rate	  	US$ Value	  	US$ Value
Total Bonds
by
Entity
	 US - Surety Bonds Outstanding
	  		  		  		  		  		  		  		  		
	 State of New Jersey
	  		  	3/31/2010	  	3/31/2011	  	USD	  	1,000	  	1.00	  	1,000	  		
	 State of New Mexico
	  		  	4/3/2009	  	4/3/2010	  	USD	  	5,000	  	1.00	  	5,000	  		
	 Arkansas Contractors Licensing Board
	  		  	10/7/2009	  	10/7/2010	  	USD	  	10,000	  	1.00	  	10,000	  		
	 West Virgina Department of Labor
	  		  	12/8/2009	  	12/8/2010	  	USD	  	10,672	  	1.00	  	10,672	  		
	 Board of Electrical Examiners & Supervisors of Baltimore Crp
	  		  	1/1/2010	  	1/1/2010	  	USD	  	2,500	  	1.00	  	2,500	  		
	 State of Oklahoma Construction Industries Board
	  		  	4/22/2009	  	4/22/2010	  	USD	  	5,000	  	1.00	  	5,000	  		
	 Kiewitt Offshore Services Ltd
	  		  	5/14/2009	  	5/14/2010	  	USD	  	213,060	  	1.00	  	213,060	  		
	 Kiewitt Offshore Services Ltd
	  		  	5/14/2009	  	5/14/2010	  	USD	  	187,276	  	1.00	  	187,276	  		
	 Kiewitt Offshore Services Ltd
	  		  	11/5/2009	  	11/5/2010	  	USD	  	213,060	  	1.00	  	1,370,000	  		
	 Kiewitt Offshore Services Ltd
	  		  	12/2/2009	  	12/1/2010	  	USD	  	167,276	  	1.00	  	85,661	  		
			
		  	Total US Performance Bonds (US$) 	  	$	1,890,169
									
	 Korea - Surety Bonds Outstanding
	  		  		  		  		  		  		  		  		
	 DAEWOO CONSTRUCTION C
	  	KUMHC BPA III	  	11/1/2008	  	10/31/2010	  	Won	  	5,170,000	  	1131.48	  	4,569	  		
	 SAMSUNG ENG Co
	  	Ibn Zahn PP-III	  	9/3/2007	  	9/2/2010	  	Won	  	5,734,600	  	1131.48	  	5,068	  		
	 DOOSAN H I&C
	  	Instrument Installation	  	5/2/2007	  	7/1/2010	  	Won	  	6,820,000	  	1131.48	  	6,028	  		
	 DATA TECH Co.
	  	GS CAL TEX No4 PJT	  	11/1/2006	  	4/30/2010	  	Won	  	10,450,000	  	1131.48	  	9,236	  		
	 SAMSUNG ENG Co
	  	Borouge OCU 2 PJT	  	5/3/2009	  	5/6/2012	  	Won	  	12,346,570	  	1131.48	  	10,912	  		
	 RITCO Co
	  	Heated Sample Line	  	9/20/2008	  	12/31/2011	  	Won	  	13,662,680	  	1131.48	  	12,093	  		
	 SAMSUNG ENG Co
	  	Ibn Zahn OCT	  	2/29/2008	  	2/26/2011	  	Won	  	14,056,000	  	1131.48	  	12,424	  		
	 JAYOU E&C
	  		  	9/24/2008	  	9/23/2010	  	Won	  	17,600,000	  	1131.48	  	15,555	  		
	 NAMBUK JEONHI Co
	  	ET Panel Board	  	4/29/2008	  	4/26/2010	  	Won	  	16,700,000	  	1131.48	  	15,527	  		
	 HYUNDAI ENG Co
	  	AAC Ethyleneamines PJT	  	5/31/2009	  	5/30/2011	  	Won	  	29,557,251	  	1131.48	  	26,123	  		
	 SAMYOUNG Co
	  	Kunang Energy	  	5/30/2006	  	5/22/2011	  	Won	  	31,363,076	  	1131.48	  	27,719	  		
	 DATA TECH Co
	  	GS CAL TEX No2 PJT	  	12/31/2008	  	5/31/2010	  	Won	  	34,650,000	  	1131.48	  	30,624	  		
	 HYUNDAI E&C Co
	  	SONE-9206E-460002
4502	  	1/16/2009	  	7/15/2010	  	Won	  	42,689,233	  	1131.48	  	37,729	  		
	 SAMSUNG ENG Co
	  	MOC Cracker PJT	  	3/10/2009	  	3/9/2012	  	Won	  	43,205,944	  	1131.48	  	38,185	  		
	 DAEWOO CONSTRUCTION C
	  	KUMHO BPA III	  	11/1/2008	  	10/31/2010	  	Won	  	107,800,000	  	1131.48	  	95,273	  		
	 SAMSUNG ENG Co
	  	Kayan PP PJT	  	4/1/2009	  	3/31/2012	  	Won	  	698,992,000	  	1131.48	  	617,768	  		
	 SAMSUNG ENG Co
	  		  	12/4/2009	  	4/30/2010	  	Won	  	1,157,600	  	1131.48	  	1,032	  		
	 DOYO ENGINEERING KOREA
	  	EB PJT	  	3/3/2010	  	2/15/2013	  	Won	  	5,044,032	  	1131.48	  	4,458	  		
	 SAMSUNG ENG Co
	  	RAS TANURA DHT	  	3/11/2010	  	3/10/2013	  	Won	  	13,427,400	  	1131.48	  	11,867	  		
	 SAMSUNG ENG Co
	  	BOTTOM E H T S	  	3/23/2010	  	3/22/2017	  	Won	  	25,300,000	  	1131.48	  	22,360	  		
		  	Total Korean Performance Bonds (US$) 	  	$	1,005,549
		  		  		  		  		  		  		  		  	 	 
		  	Grand Total Contingent Obligations under Bonds (US$)	  	$	2,895,718
		  		  		  		  		  		  		  		  	 	 

 With respect to the “US – Surety Bonds
Outstanding” above, the surety of the performance bonds has a security interest in goods required to perform underlying contract and contract proceeds. 

With respect to the “Korea – Surety Bonds Outstanding” above, the surety of the performance bonds has a security interest
in goods required to perform underlying contract and contract proceeds. 







 Other Contingent Performance Obligations Outstanding as of February 28, 2010 

0 
  

																						
	 Issuer
	 	 Sr No.
	  	 Beneficiary
	  	 Project / Description
	  	 Effective Date
	  	 Expiry
	  	 Currency
	  	Bond Amount	  	FX Rate	  	US$Value	  	US$Value
Total LC’s 
by
Eentity
	India - Indemnity Bonds issued by Thermon India	  		  		  		  		  		  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	1	  	India Customs Authority	  	Gty pymt of import duties	  	10/7/04	  	Indefinite	  	INR	  	5,000,000	  	46.1042	  	108,450	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	2	  	India Customs Authority	  	Gty pymt of import duties	  	10/21/05	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	3	  	India Customs Authority	  	Gty pymt of import duties	  	9/20/06	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	4	  	India Customs Authority	  	Gty pymt of import duties	  	11/1/07	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	5	  	India Customs Authority	  	Gty pymt of import duties	  	5/24/08	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	6	  	India Customs Authority	  	Gty pymt of import duties	  	9/19/08	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	7	  	India Customs Authority	  	Gty pymt of import duties	  	12/1/08	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	8	  	India Customs Authority	  	Gty pymt of import duties	  	12/1/08	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	9	  	India Customs Authority	  	Gty pymt of import duties	  	5/27/09	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	10	  	India Customs Authority	  	Gty pymt of import duties	  	10/2/09	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Thermon Heat Tracers Pvt. Ltd.
	 	11	  	India Customs Authority	  	Gty pymt of import duties	  	2/3/10	  	Indefinite	  	INR	  	10,000,000	  	46.1042	  	216,900	  		
	 Total Other Indian Contingent Obligations (US $)
	  		  	$	2,277,450
		 		  		  		  		  		  		  		  		  		  	 	 
			
	 Grand Total Other Contingent Performance Obligations (US $)
	  		  	$	2,277,450
		 		  		  		  		  		  		  		  		  		  	 	 








 Schedule 5.1 

Liens 
 None. 








 Schedule 5.4 

Investments 
  

	1.	Fractional share held by Thermon Far East, Ltd. in JGC Corporation valued at ¥283,044. 








 Schedule 5.5 

Indebtedness 

Letters of Credit and Bank Guarantees 

 

																											
	 Thermon Holdings, LLC

Letters of Credit & Bank Guarantees Outstanding
as of March 31, 2010
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	US$ Value	 	US$ Value	 	US$
Value
	 Obligor
	 	Applicant	 	Issuing
Bank	 	LC No.	 	Beneficiary	 	Issue Date	 	Final
Expiry	 	Currency	 	Face
Value	 	FX
Rate	 	LC’s &
BG’s	 	Total LC’s by
Entity	 	Cash
Pledged
as
Collateral
	 US Obligations Issued under JPMorgan Facility & Secured by Cash

	 		 		 		 		 		 			 		
	 Thermon Manufacturing
	 	THT	 	JPMorgan	 	CTCS-793481	 	ICICI Bank
Limited	 	9/25/2009	 	2/20/2012	 	INR	 	20,000,000	 	448,229	 	446,200	 			 	 	535,441
	 Thermon Manufacturing
	 	TCN	 	JPMorgan	 	TDTS-340888	 	Ina
Communication
Construct	 	7/5/2007	 	10/25/2010	 	USD	 	48,250	 	1.00	 	48,250	 			 	 	48,250
	 Thermon Manufacturing
	 	TLA	 	JPMorgan	 	TTTS-206006	 	Fianzas Atlas S
A	 	3/10/2008	 	12/31/2010	 	MXN	 	310,000	 	12.36	 	25,073	 			 	 	30,087
	 Thermon Manufacturing
	 	TMC	 	JPMorgan	 	TTTS-265865	 	orea Hydro &
Nuclear Power
C	 	12/17/2007	 	12/31/2016	 	USD	 	135,000	 	1.00	 	135,000	 			 	 	135,000
	 Thermon Manufacturing
	 	THTS
I	 	JPMorgan	 	CTCS-792080	 	Black &
Veatch
Corporation	 	8/18/2009	 	9/30/2010	 	USD	 	55,704	 	1.00	 	55,704	 			 	 	55,704
	 Thermon Manufacturing
	 	THTS
I	 	JPMorgan	 	TTTS-383108	 	Black &
Veatch
Corporation	 	3/18/2008	 	9/30/2010	 	USD	 	11,622	 	1.00	 	11,522	 			 	 	11,622
	 Thermon Manufacturing
	 	TMC	 	JPMorgan	 	TTTS-262483	 	JPMorgan
Chase UK	 	4/10/2008	 	4/1/2012	 	USD	 	78,849	 	1.00	 	78,849	 			 	 	78,849
	 Thermon Manufacturing
	 	TLA	 	JPMorgan	 	CTCS-706922	 	ICA Fluor
Daniel	 	11/24/2009	 	4/30/2011	 	USD	 	37,141	 	1.00	 	37,141	 			 	 	37,141
	 Thermon Manufacturing
	 	TMC	 	JPMorgan	 	TTTS-714491	 	Ecopetrol S A	 	5/12/2009	 	7/31/2011	 	USD	 	47,967	 	1.00	 	47,967	 			 	 	47,967
		 		 		 		 		 		 	Additional Cash Pledged for Future LC Needs	 			 	 	220,714
		 		 		 		 		 		 	Total LC’s under JPMorgan Facility(US$)	 	 	885,807	 	 	—
		 		 		 		 		 		 		 		 		 		 		 	 	 	 	 	 
		 		 		 		 		 		 	Total US Contingent Obligations (US$)	 	$	885,807	 	$	1,200,776
		 		 		 		 		 		 		 		 		 		 		 	 	 	 	 	 
	 Canadian Obligations Issued under Toronto Dominion Facility & Secured by Cash

	 		 		 		 		 			 		
	 Thermon Canada Inc
	 	TCA	 	TD Bank	 	9500109-08	 	KIEWIT Apec
Partnership	 	9/2/2005	 	10/31/2010	 	CAD	 	299.633	 	1.02	 	295,031	 			 		
	 Thermon Canada Inc
	 	TCA	 	TD Bank	 	G194842	 	SNC Lavalin	 	4/18/2007	 	9/30/2011	 	CAD	 	57.615	 	1.02	 	56,730	 			 		
	 Thermon Canada Inc
	 	TCA	 	TD Bank	 	G195014	 	SNC CENMC	 	7/6/2007	 	6/30/2011	 	CAD	 	12.026	 	1.02	 	11,841	 			 		
		 		 		 		 		 		 		 		 		 		 		 	 	 	 	 	 
		 		 		 		 		 	Total Canadian Contingent Obligations (US$)	 		 	$	363,602	 	$	387,286
		 		 		 		 		 		 		 		 		 		 		 	 	 	 	 	 








 Schedule 5.5(p) 

Foreign Subsidiary Letter of Credit Indebtedness 

Letters of Credit and Bank Guarantees 
  

																													
	 Thermon Holdings, LLC
	  		  		 		  		  		  		  		  		  			  		
	 Letters of Credit and Bank Guarantees Outstanding as of March 31, 2010
	  		  		  		  		  		  			  		
	 	  	 	  	 	  	 	  	 	  	 	 	 	  	 	  	 	  	 	  	 	  	US $Value	  	US $Value	  	US $Value
	  	  	Obligor	  	Applicant	  	Issuing Bank	  	LC No.	  	Beneficiary	 	Issue Date	  	Final
Expiry	  	Currency	  	Face
Value	  	FX
Rate	  	LC’s &
BG’s	  	Total LC’s
by entry	  	Cash
Pledged as
Collateral
	 Canadian Obligations Issued under Toronto Dominion Facility & Secured by
Cash
	  		  		  		  		  		  			  		
		  	Thermon Canada, Inc	  	TCA	  	TD Bank	  	9600109-08	  	KIEWIT Apec Partnership	 	9/2/2005	  	10/31/2010	  	CAD	  	299,633	  	1.02	  	295,031	  			  		
		  	Thermon Canada, Inc	  	TCA	  	TD Bank	  	G194842	  	SNC Lavaan	 	4/182007	  	9/30/2011	  	CAD	  	57,615	  	1.02	  	56,730	  			  		
		  	Thermon Canada, Inc	  	TCA	  	TD Bank	  	G195014	  	SNC CENMC	 	7/6/2007	  	6/30/2011	  	CAD	  	12,026	  	1.02	  	11,841	  			  		
		  		  		  		  		  		 		  	Total Canandian Contigent Obligations (US$)	  		  	$	363,802	  	$	387,286
	 Japanese Obligations Secured by Cash
	 		  		  		  		  		  		  			  		
		  		  		  		  		  		 		  		  		  		  	93.49	  		  			  		
		  	Thermon Far East	  	TFE	  	Bank of Tokyo Mitsubishi	  	No. G-251-9810057	  	QATAR SHLL	 	4/16/2008	  	10/31/2010	  	US	  	133,240.75	  	1.00	  	133,241	  			  		
		  	Thermon Far East	  	TFE	  	Bank of Tokyo Mitsubishi	  	No. G-251-9810061	  	QATAR SHLL	 	8/19/2008	  	12/31/2011	  	US	  	10,456	  	1.00	  	10,456	  			  		
		  	Thermon Far East	  	TFE	  	Bank of Tokyo Mitsubishi	  	No. G-251-9810062	  	CTEP (Rasgas PJ)	 		  		  	Yen/
Eur	  	Y53000/ E
11	  	0.74	  	16,373	  			  		
		  	Thermon Far East	  	TFE	  	Bank of Tokyo Mitsubishi	  	No. G-251-9810065	  	QATAR SHLL	 		  		  	US	  		  	1.00	  	61,186	  			  		
		  	Thermon Far East	  	TFE	  	Bank of Tokyo Mitsubishi	  	No. G-251-9810067	  	QATAR SHLL	 		  		  	US	  		  	1.00	  	69,896	  			  		
		  		  		  		  		  		 		  		  		  		  		  		  			  		
		  		  		  		  		  		 		  	Total Japanese Contingent Obligations (US$)	  	$	291,152	  	$	369,286
										
	 Australian Obligations issued under National Australia Bank Facility
	  		 		  		  		  		  		  		  			  		
		  	Thermon Australia	  	TAPL	  	National Australia Bank	  	N/A	  	OUTOTEC	 	3/18/2008	  	Indefinite	  	AUD	  	3,061	  	1.09	  	2,808	  			  		
		  	Thermon Australia	  	TAPL	  	National Australia Bank	  	N/A	  	OUTOTEC	 	3/18/2008	  	Indefinite	  	AUD	  	3,400	  	11	  	3,119	  			  		
		  	Thermon Australia	  	TAPL	  	National Australia Bank	  	AL2006243244	  	Toyo Thai	 	7/15/2010	  	10/31/2010	  	USD	  	5,055	  	1	  	5,055	  			  		
		  		  		  		  		  		 		  	Total Australia Contingent Obligations (US$)	  	$	10,983	  	$	1,227
		  		  		  		  		  		 		  		  		  		  		  		  			  		
	 India Obligations Fully Secured by Cash
	  		 		  		  		  		  		  		  			  		
		  	Thermon Heat Tracers	  	THT	  	HDFC Bank Ltd	  	240G102063060007	  	Customs Department	 	11/1/2006	  	1/31/2010	  	INR	  	360,000	  	44.6229	  	8,478	  			  		
		  		  		  		  		  		 		  	Total Indian BG’s with HDFC (US$)	  	$	8,478	  	$	10,441
	 India Obligations Issued under ICICI Facility
	  		 		  		  		  		  		  		  			  		
	 1
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00003209	  	Bharat Heavy Electricals Ltd	 	5/22/2009	  	1/22/2011	  	INR	  	308,586	  	44.8229	  	6,885	  			  		
	 2
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00003009	  	Bharat Heavy Electricals Ltd	 	5/22/2009	  	1/22/2011	  	INR	  	435,170	  	44.8229	  	9,709	  			  		
	 3
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00003109	  	Bharat Heavy Electricals Ltd	 	7/6/2009	  	1/30/2011	  	INR	  	144,001	  	44.8229	  	3,213	  			  		
	 4
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002109	  	Bharat Heavy Electricals Ltd	 	4/9/2009	  	3/30/2011	  	INR	  	7,449,858	  	44.8229	  	166,207	  			  		
	 5
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002309	  	Bharat Heavy Electricals Ltd	 	4/24/2009	  	1/15/2011	  	INR	  	3,791,139	  	44.8229	  	84,580	  			  		
	 6
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000409	  	Bharat Heavy Electricals Ltd	 	1/24/2009	  	11/15/2010	  	INR	  	1,563,925	  	44.8229	  	34,891	  			  		
	 7
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000909	  	Bharat Heavy Electricals Ltd	 	2/16/2009	  	12/15/2010	  	INR	  	1,572,305	  	44.8229	  	35,078	  			  		
	 8
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00005009	  	Bharat Heavy Electricals Ltd	 	7/21/2009	  	4/30/2011	  	INR	  	146,897	  	44.8229	  	3,277	  			  		
	 9
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00003107	  	Black & Veach Con P	 	2/2/2009	  	11/10/2010	  	INR	  	1,219,131	  	44.8229	  	27,199	  			  		
	 10
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00001809	  	Essar Construction India Ltd	 	3/12/2009	  	5/23/2010	  	INR	  	68,031	  	44.8229	  	1,518	  			  		
	 11
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00003006	  	Essar Projects Ltd	 	4/4/2006	  	12/31/2008	  	INR	  	274,800	  	44.8229	  	6,131	  			  		
	 12
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00003206	  	Essar Projects Ltd	 	11/29/2006	  	2/28/2009	  	INR	  	626,270	  	44.8229	  	14,017	  			  		
	 13
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000310	  	Essar Projects Ltd	 	2/1/2010	  	10/31/2011	  	INR	  	4,995	  	0	  	4,995	  			  		
	 14
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002807	  	Indian Oil Tanking Ltd	 	11/22/2007	  	10/30/2009	  	INR	  	147,060	  	44.8229	  	3,281	  			  		
	 15
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002909	  	Indian Oil Tanking Ltd	 	5/20/2009	  	2/10/2011	  	INR	  	19,182	  	1	  	19,182	  			  		
	 16
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002907	  	Larsen &Turbo Ltd	 	11/26/2007	  	4/30/2009	  	INR	  	877,870	  	44.8229	  	19,585	  			  		
	 17
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00004109	  	Larsen &Turbo Ltd	 	6/29/2009	  	10/25/2011	  	INR	  	50,878	  	44.8229	  	1,135	  			  		
	 18
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00004609	  	Larsen &Turbo Ltd	 	7/17/2009	  	9/30/2011	  	INR	  	194,350	  	44.8229	  	4,336	  			  		
	 19
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002809	  	Larsen &Turbo Ltd	 	5/15/2009	  	2/27/2011	  	INR	  	152,795	  	44.8229	  	3,409	  			  		
	 20
	  	Thermon Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00003809	  	Larsen &Turbo Ltd	 	5/16/2009	  	2/18/2012	  	INR	  	52,272	  	44.8229	  	1,166	  			  		
														
	  	  	Obligor	  	Applicant	  	Issuing Bank	  	LC No.	  	Beneficiary	 	Issue Date	  	Final
Expiry	  	Currency	  	Face
Value	  	FX
Rate	  	LC’s &
BG’s	  	Total LC’s
by Entity	  	Cash
Pledged as
Collateral
	 21
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00004209	  	Larsen & Turbo Ltd
	 	6/29/2009	  	2/20/2012	  	INR	  	46,947	  	448229
	  	1,047	  			  		
	 22
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00001209	  	Libra Techcon Ltd	 	2//19/2009	  	11/15/2010	  	INR	  	47,060	  	448229	  	1,050	  			  		
	 23
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00007209	  	Lloyd Insulations (India)
LTD	 	12/11/2009	  	08/20/2012	  	INR	  	128,535	  	448229	  	2,868	  			  		
	 24
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002709	  	Mundra Port & Special
Economic Zone Ltd	 	5/14/2009	  	05/03/2010	  	INR	  	64,800	  	448229	  	1,446	  			  		
	 25
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002609	  	Mundra Port & Special
Economic Zone Ltd	 	5/11/2009	  	05/03/2010	  	INR	  	675,610	  	448229	  	12,840	  			  		
	 26
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00002409	  	Punj Lloyd Ltd	 	4/24/2009	  	04/15/2011	  	INR	  	6111,075	  	448229	  	13,633	  			  		
	 27
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000608	  	Reliance Industries Ltd	 	3/14/2006	  	10/30/2010	  	INR	  	437,440	  	448229	  	9,769	  			  		
	 28
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00004709	  	Reliance Industries Ltd	 	7/17/2009	  	05/10/2011	  	INR	  	107,765	  	448229	  	2,404	  			  		
	 29
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00004809	  	Reliance Industries Ltd	 	7/17/2009	  	05/30/2001	  	INR	  	150,846	  	448229	  	3,365	  			  		
	 30
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00005409	  	Reliance Industries Ltd	 	9/12/2009	  	10/30/2011	  	INR	  	591,934	  	448229	  	13,206	  			  		
	 31
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00005709	  	Reliance Industries Ltd	 	9/23/1998	  	11/30/2011	  	INR	  	1,187,262	  	448229	  	26,488	  			  		
	 32
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00005109	  	Reliance Industries Ltd	 	10/07/2009	  	2/28/2011	  	INR	  	113,792	  	448229	  	2,539	  			  		
	 33
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00005309	  	Reliance Industries Ltd	 	09/02/2009	  	05/10/2012	  	INR	  	2,209723	  	448229	  	49,299	  			  		
	 34
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00005809	  	Reliance Industries Ltd	 	09/24/2009	  	09/23/2012	  	INR	  	876,818	  	448229	  	19,540	  			  		
	 35
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00006009	  	Reliance Industries Ltd	 	10/07/2004	  	07/15/2012	  	INR	  	234,021	  	448229	  	5,211	  			  		
	 36
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00006409	  	Reliance Industries Ltd	 	10/20/2009	  	01/31/2012	  	INR	  	11,785	  	448229	  	263	  			  		
	 37
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00006509	  	Reliance Industries Ltd	 	10/20/2009	  	01/31/2012	  	INR	  	33,259	  	448229	  	742	  			  		
	 38
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00006609	  	Reliance Industries Ltd	 	10/20/2009	  	01/31/2012	  	INR	  	31,486	  	448229	  	702	  			  		
	 39
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00006709	  	Reliance Industries Ltd	 	10/20/2009	  	01/31/2012	  	INR	  	32,152	  	448229	  	717	  			  		
	 40
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00006809	  	Reliance Industries Ltd	 	10/20/2009	  	01/31/2012	  	INR	  	116,921	  	448229	  	2,609	  			  		
	 41
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00006908	  	Reliance Industries Ltd	 	10/30/2009	  	04/07/2012	  	INR	  	72,229	  	448229	  	1,611	  			  		
	 42
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00007009	  	Reliance Industries Ltd	 	10/30/2009	  	04/07/2012	  	INR	  	4,760	  	448229	  	106	  			  		
	 43
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00007109	  	Reliance Industries Ltd	 	10/30/2009	  	01/31/2012	  	INR	  	496,662	  	448229	  	11,081	  			  		
	 44
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00005509	  	Reliance Forts and
Terminate Limited	 	09/12/2009	  	12/30/2011	  	INR	  	4,257,973	  	448229	  	94,996	  			  		
	 45
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00005909	  	Reliance Forts and
Terminate Limited	 	09/25/2009	  	09/24/2012	  	INR	  	2,357,731	  	448229	  	52,601	  			  		
	 46
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00006209	  	Reliance Forts and
Terminate Limited	 	10/07/2009	  	07/15/2012	  	INR	  	660,500	  	448229	  	14,736	  			  		
	 47
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00004509	  	Tata Projects Ltd	 	06/30/2009	  	03/30/2011	  	INR	  	330,000	  	448229	  	7,362	  			  		
	 48
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00001109	  	Technimot S.PA	 	02/19/2009	  	12/30/2011	  	INR	  	391,874	  	448229	  	8,743	  			  		
	 49
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00001309	  	Technimot ICB House	 	02/25/2009	  	12/30/2011	  	INR	  	64,645	  	448229	  	1,442	  			  		
	 50
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000609	  	Technimot S.PS	 	06/03/2009	  	05/15/2012	  	INR	  	95,061	  	448229	  	2,121	  			  		
	 51
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000809	  	Toyo Engg Corpn	 	02/06/2009	  	12/10/2011	  	INR	  	45,950	  	448229	  	1,025	  			  		
	 52
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000709	  	Toyo Engg Corpn	 	02/06/2009	  	11/10/2011	  	INR	  	37,400	  	448229	  	834	  			  		
	 53
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000509	  	Toyo Engg Corpn	 	02/06/2009	  	11/10/2011	  	INR	  	175,720	  	448229	  	3,920	  			  		
	 54
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000509	  	Toyo Engg Corpn	 	05/14/2009	  	09/10/2010	  	INR	  	48,000	  	448229	  	1,071	  			  		
	 55
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00001709	  	Toyo Engg Corpn	 	03/09/2006	  	04/21/2011	  	INR	  	48,000	  	448229	  	1,071	  			  		
	 56
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00003709	  	Toyo Engg Corpn	 	06/15/2009	  	07/30/2011	  	INR	  	90,850	  	448229	  	2,027	  			  		
	 57
	  	Therman Heat Tracers	  	THT	  	ICICI Bank Ltd	  	0020BG00000610	  	Essar Projects (India) Ltd	 		  	10/31/2011	  	USD	  	6,749	  	10000	  	6,749	  			  		
										
		  		  		  		  		  		 	Total Indian BG’s with ICICI (USS)	  		  	$	831,027	  	$	 96,902
	 European Obligations Issued under ABN AMRO Facility
	  		  		 		  		  		  		  		  		  			  		
	 1

2
	  	Therman Heat Tracers
 Therman Heat Tracers
	  	TUK
 TF
	  	ABN AMRO
 ABN AMRO
	  	122.02.29 160
 122.72.86
527
	  	Agip Kazakhstan North
Caspian Operating Co
Alstom Power Centrakes S A
	 	10/02/2008
 03/10/2009
	  	2/28/2014
 5/31/2012
	  	USD
 EUR
	  	850, 000
 6,000
	  	1.00
 0.74
	  	850.000
 8.106
	  			  		
	 3

4

5
	  	Therman Heat Tracers
 Therman Heat Tracers

Therman Heat Tracers
	  	TF
 TF

TF
	  	ABN AMRO
 ABN AMRO

ABN AMRO
	  	123.07.170279
 123.08.04 680

122.76.23 787
	  	Alstom Power Centrakes S A

Alstom Power Centrakes S A

Alstom Power Centrakes S A
	 	08/13/2009
 08/13/2009

03/31/2009
	  	03/15/2012
 12/30/2012

12/31/2012
	  	EUR
 EUR

EUR
	  	16,056
 43,760

13,765
	  	0.74
 0.74

0.74
	  	21.691
 58.119

18.596
	  			  		
	 6
	  	Therman Heat Tracers	  	TF	  	ABN AMRO	  	121.79.42 359	  	Alstom Power Centrakes S A	 	02/28/2008	  	11/3/2010	  	EUR	  	33,435	  	0.74	  	45.170	  			  		
	 7
	  	Therman Heat Tracers	  	TUK	  	ABN AMRO	  	123.16.16.608	  	Borealis Polymere GmbH	 	09/21/2009	  	09/30/2011	  	EUR	  	32,828	  	0.74	  	44.350	  			  		








 Schedule 5.5(q) 

Foreign Subsidiary Indebtedness 
  

	 	1.	Finance Contract 600180-ASSET PURCHASE, commencing October 23, 2008 and ending October 23, 2013, by and between Thermon Australia Pty. Ltd. and Alphera
Financial Services. 

  

	 	2.	Financial Lease Overeenkomst 7479-LF-0, dated June 26, 2009, by and between Thermon Europe BV and KBC Lease (Nederland) BV. 








 Schedule 5.6 

Transactions with Affiliates 
  

	 	1.	Merger Agreement, dated July 10, 2007, by and among Thermon Holding Corp., Thermon Merger Corp., Thermon Industries, Inc., Richard L. Burdick, Burdick Interests,
LTD, George Alexander, Rodney Bingham, Richard Hageman, David Ralph and TII Shareholder Representative, LLC. 

  

	 	2.	Transfer Agreement, dated August 30, 2007, by and between Thermon Holdings ULC and Thermon Holding Corp., as amended by that certain Addendum to the Transfer
Agreement dated August 30, 2007 between Thermon Holdings ULC and Thermon Holding Corp., dated March 25, 2010. 

  

	 	3.	Revolving Promissory Note, dated October 1, 2001, by and between Thermon Latinoamericana, S. de R.L. de C.V., as maker, and Thermon Manufacturing Company, as
payee, in the amount of up to $350,000. 

  

	 	4.	Commissionaire Agreement, dated January 1, 1996, by and between Thermon Europe B.V. and Thermon France S.A. 


 

	 	5.	Commissionaire Agreement, dated January 1, 1996, by and between Thermon Europe B.V. and Thermon U.K. Ltd. 


 

	 	6.	Commissionaire Agreement, dated January 1, 1996, by and between Thermon Europe B.V. and Thermon Deutschland GmbH. 


 

	 	7.	International Distribution, License and Cost Recovery Agreement, dated April 1, 2002, by and between Thermon Manufacturing Company and Thermon Australia Pty. Ltd.


  

	 	8.	International Technical Information, License, Distribution and Cost Recovery Agreement, dated April 1, 2009, by and between Thermon Manufacturing Company and
Thermon Canada, Inc. 

  

	 	9.	International Trademark License Agreement, dated April 1, 2009, by and between Thermon Manufacturing Company and Thermon Canada, Inc. 


 

	 	10.	International Distribution, License and Cost Recovery Agreement, dated April 1, 2002, between Thermon Manufacturing Company and Thermon Europe B.V., as modified by
the Revised Agreement, dated April 1, 2003. 

  

	 	11.	International Distribution, License and Cost Recovery Agreement, dated April 1, 2002, between Thermon Manufacturing Company and Thermon Far East Ltd.










	 	12.	International Distribution, License and Cost Recovery Agreement, dated April 1, 2002, between Thermon Manufacturing Company and Thermon Heat Tracers Private
Limited. 

  

	 	13.	International Distribution, License and Cost Recovery Agreement, dated April 1, 2002, between Thermon Manufacturing Company and Thermon Latinoamericana, S. de R.L.
de C.V. 

  

	 	14.	Revolving Promissory Note, dated August 26, 2009, by and between Thermon Middle East, WLL as maker, and Thermon Europe B.V, as payee, in the amount of $150,000.


  

	 	15.	Residential Lease, dated January 12, 2009, between Randall Morris & Company, as landlord, and Thermon Manufacturing Company, as tenant (713 Burleson, San
Marcos, TX 78666), as extended pursuant to that certain Extension to Residential Agreement, effective January 8, 2010, by and between Randall Morris & Company and Thermon Manufacturing Company (Residential Lease of Rodney Bingham).


  

	 	16.	Non-Competition Agreement, dated August 8, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and David Ralph. 


 

	 	17.	Non-Competition Agreement, dated August 30, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and George Alexander. 


 

	 	18.	Non-Competition Agreement, dated August 20, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Mark R. Burdick. 


 

	 	19.	Non-Competition Agreement, dated August 14, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Rich Hulett. 


 

	 	20.	Non-Competition Agreement, dated August 13, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Richard Hageman. 


 

	 	21.	Non-Competition Agreement, dated August 30, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Richard L. Burdick. 


 

	 	22.	Non-Competition Agreement, dated August 30, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Rob Mulder. 


 

	 	23.	Non-Competition Agreement, dated August 7, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Rodney Bingham. 


 

	 	24.	Non-Competition Agreement, dated August 15, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Amy Burdick. 









	 	25.	Non-Competition Agreement, dated August 14, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Sandra Burdick Rodriguez.


  

	 	26.	Non-Competition Agreement, dated August 20, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and David Burdick. 


 

	 	27.	Non-Competition Agreement, dated August 20, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Johnny Burdick. 


 

	 	28.	Non-Competition Agreement, dated August 18, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Michelle Burdick Russo.


  

	 	29.	Non-Competition Agreement, dated August 16, 2007, by and between Thermon Holdings, LLC, Thermon Industries, Inc. and Nichole Burdick Skidmore.


  

	 	30.	Indemnification Agreement, effective as of July 8, 2003, by and between Thermon Industries, Inc. and Mark Burdick. 


 

	 	31.	Indemnification Agreement, effective as of July 8, 2003, by and between Thermon Industries, Inc. and George Alexander. 


 

	 	32.	Indemnification Agreement, effective as of July 8, 2003, by and between Thermon Industries, Inc. and Rodney Bingham. 


 

	 	33.	Indemnification Agreement, effective as of July 8, 2003, by and between Thermon Industries, Inc. and Rob Mulder. 


 

	 	34.	Indemnification Agreement, effective as of July 8, 2003, by and between Thermon Industries, Inc. and David Ralph. 


 

	 	35.	Indemnification Agreement, effective as of July 8, 2003, by and between Thermon Industries, Inc. and Rich Hulett. 


 

	 	36.	Indemnification Agreement, effective as of November 1, 2006, by and between Thermon Industries, Inc. and James Schubert. 


 

	 	37.	Oral lease agreement for Room 29, 351 Kingsway Caringbah, New South Wales, Australia, by and between Thermon Australia Pty., Ltd. and Highfield Enterprises Pty. Ltd.
Highfield Enterprises Pty., Ltd. is owned by the mother of Mark Pescud, a Thermon Australia Pty., Ltd. employee. Mr. Pescud is also a director of Highfield Enterprises Pty., Ltd. 


 

	 	38.	 Thermon Holding Corp. (the “Company”) and Thermon Canada, Inc. will enter into the Intercompany Agreement prior to the Closing Date
pursuant to the Stock Purchase Agreement whereby the Company, upon the repayment by the Company of the Prior Indebtedness referenced in Schedule 11.1(2), shall waive and release











	 	 
any rights of subrogation, reimbursement or repayment from Thermon Canada, Inc. as an obligor under that certain Prior Indebtedness referenced in Schedule 11.1(2), in consideration for which
Thermon Canada, Inc. shall issue one common share to the Company. 


  

	 	39.	Certain Thermon entities may in the ordinary course of business provide guarantees to third parties to backstop the performance, in each case, as to the extent
permitted by the Credit Agreement, of the obligations of such entities’ subsidiaries in connection with their projects. 

  

	 	40.	Thermon guarantees obligations of certain employees under AMEX corporate cards pursuant to the Business Travel Services Agreement between Thermon Manufacturing Company
and American Express Travel Related Services Company, Inc., dated May 1, 1996, as amended by that certain Amendment to Business Travel Services Agreement dated January 1, 2002 between Thermon Manufacturing Company and American Express
Travel Related Services Company, Inc. d/b/a American Express One. 

  

	 	41.	Management Services Agreement dated as of April 30, 2010 by and among Thermon Industries, Inc., CHS Management V LP, Thompson Street Capital Manager LLC, Crown
Investment Series LLC – Series 4, and Star Investment Series LLC – Series 1. 

  

	 	42.	Closing Fee Agreement by and between Thermon Group, Inc. and CHS Management V LP dated as of April 30, 2010, as in effect on the Closing Date.









 Schedule 5.9 

Contingent Obligations 
  

	 	1.	Contingent Obligations in respect of the letters of credit and bank guarantees referenced in Schedule 5.5(p). 








 Schedule 11.1 

Prior Indebtedness 
  

	 	1.	Credit Agreement, dated August 30, 2007, among Thermon Holding Corp., Thermon Holdings, LLC, the Guarantors (as defined therein), the Lenders (as defined therein),
and CIT Lending Services Corporation, as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined therein), as amended by that certain (i) Amendment No. 1, dated December 28, 2007, by and among
Thermon Holding Corp. and the other parties thereto, (ii) Amendment No. 2, dated March 31, 2009, by and among Thermon Holding Corp. and the other parties thereto, and (iii) Amendment No. 3, dated July 23, 2009, by and
among Thermon Holding Corp. and the other parties thereto. 

  

	 	2.	Credit Agreement, dated August 30, 2007, among Thermon Canada Inc. (as successor by amalgamation to Thermon Holdings ULC), Thermon Holding Corp., the Guarantors
(as defined therein), the Lenders (as defined therein), and CIT Financial Ltd., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined therein) as amended by that certain (i) Amendment No. 1,
dated December 28, 2007, by and among Thermon Canada Inc. and the other parties thereto, (ii) Amendment No. 2, dated March 31, 2009, by and among Thermon Canada Inc. and the other parties thereto, and (iii) Amendment
No. 3, dated July 23, 2009, by and among Thermon Canada Inc. and the other parties thereto. 

  

	 	3.	Credit and Guaranty Agreement, dated August 30, 2007, by and among Thermon Holding Corp., Thermon Manufacturing Company, Thermon Holdings ULC (as
predecessor-in-interest by amalgamation), CIT Lending Services Corporation, CIT Financial Ltd. and the other parties thereto, as amended by that certain (i) First Amendment to Credit and Guaranty Agreement, dated December 28, 2007, by and
among Thermon Holding Corp. and the other parties thereto, (ii) Second Amendment to Credit and Guaranty Agreement, dated March 31, 2009, by and among Thermon Holding Corp. and the other parties thereto, and (iii) Third Amendment to
Credit and Guaranty Agreement, dated July 23, 2009, by and among Thermon Holding Corp. and the other parties thereto. 








 EXHIBIT 1.1(c) 

TO 
 CREDIT
AGREEMENT 
 FORM OF LETTER OF CREDIT REQUEST 

[NAME OF APPLICABLE L/C ISSUER], as L/C Issuer 

under the Credit Agreement referred to below 

Attention: 

            
    ,20     
 Re:      Thermon
Industries, Inc., a Texas corporation (the “US Borrower”) and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”) 

Reference is made to the Credit Agreement, dated as of April 30, 2010 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent for
the US Lenders and US L/C Issuers (in such capacity, the “US Agent”) and GE Canada Finance Holding Company as administrative agent for the Canadian Lenders and Canadian L/C Issuers (in such capacity, the “Canadian
Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement. 
 The US
[Canadian] Borrower hereby gives you notice, irrevocably, pursuant to Section l.l(c)[(e)] of the Credit Agreement, of its request for your Issuance of a Letter of Credit, in the form attached hereto, for the benefit of [Name of Beneficiary],
in the amount of [CDN]$            , to be issued on            ,
        (the “Issue Date”) with an expiration date of             ,
        . 
 The undersigned hereby certifies that, except as set forth on
Schedule A attached hereto, the following statements are true on the date hereof and will be true on the Issue Date, both before and after giving effect to the Issuance of the Letter of Credit requested above and any Loan to be made or any
other Letter of Credit to be Issued on or before the Issue Date: 
 (i) the representations and warranties set
forth in Article III of the Credit Agreement and elsewhere in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent such representations and
warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such date; 
  

 1 








 (ii) no Default or Event of Default has occurred and is continuing; and

 (iii) the US Dollar Equivalent of the aggregate outstanding amount of Revolving Loans does not exceed the
Maximum Revolving Loan Balance and the aggregate outstanding amount of the US Revolving Loans does not exceed the Maximum US Revolving Loan Balance or the US Dollar Equivalent of the aggregate outstanding amount of Canadian Revolving Loans does not
exceed the Maximum Canadian Revolving Loan Balances, as applicable. 
  

			
	[THERMON INDUSTRIES, INC., a Texas corporation]
	
	[THERMON CANADA INC., a Nova Scotia company]
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURE PAGE TO LETTER OF
CREDIT REQUEST DATED                  ,    ] 







 EXHIBIT 1.1 (d) 

to 
 Credit
Agreement 
 FORM OF SWINGLINE REQUEST 

GENERAL ELECTRIC CAPITAL CORPORATION, 
 as US
Agent under the Credit Agreement referred to below 
 500 West Monroe Street 

Chicago, Illinois 60661 
 Attn:
    Portfolio Manager – Thermon 
 [GE CANADA FINANCE HOLDING COMPANY, 

as Canadian Agent under the Credit Agreement referred to below 
  

			
	  

	  

	Attn:	 	
                    
                                         
                                   ]



                 ,
         
 Re:       Thermon Industries, Inc., a
Texas corporation (the “US Borrower”) and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”) 

Reference is made to the Credit Agreement, dated as of April 30, 2010 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, each other “Credit Party” that is a party thereto, the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as
administrative agent for the US Lenders and US L/C Issuers (in such capacity, the “US Agent”), and GE Canada Finance Holding Company, as administrative agent for the Canadian Agent and Canadian L/C Issuers (in such capacity, the
“Canadian Agent”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. 

The US [Canadian] Borrower hereby gives you irrevocable notice pursuant to Section l.l(d)[(f)] of the Credit Agreement that it
requests Swing Loans under the Credit Agreement (the “Proposed Advance”) and, in connection therewith, sets for the following information: 

A. The date of the Proposed Advance is             ,
         (the “Funding Date”). 
 B. The
aggregate principal amount of Proposed Advance is [CDN]$            . 







 The undersigned hereby certifies that, except as set forth on Schedule A attached hereto,
the following statements are true on the date hereof both before and after giving effect to the Proposed Advance and any other Loan to be made or Letter of Credit to be issued on or before the Funding Date: 

(i) the representations and warranties set forth in Article III of the Credit Agreement and elsewhere in the Loan
Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) with the same effect as though made on and as of such Funding Date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such date; 

(ii) the US Dollar Equivalent of the aggregate principal amount of all Revolving Loans does not exceed the Maximum
Revolving Loan Balance and the aggregate outstanding amount of the US Revolving Loans does not exceed the Maximum US Revolving Loan Balance or the US Dollar Equivalent of the aggregate outstanding amount of Canadian Revolving Loans does not exceed
the Maximum Canadian Revolving Loan Balances, as applicable; and 
 (iii) no Default or Event of Default is
continuing. 
  

			
	Sincerely,
	
	 [THERMON INDUSTRIES, INC., a Texas

corporation, as the US Borrower]

	
	 [THERMON CANADA INC., a Nova

Scotia company, as the Canadian Borrower]

		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT 1.6 

TO 
 CREDIT
AGREEMENT 
 FORM OF NOTICE OF CONVERSION OR CONTINUATION 

GENERAL ELECTRIC CAPITAL CORPORATION, 
 as US
Agent under the Credit Agreement referred to below 
 500 West Monroe Street 

Chicago, Illinois 60661 
 Attn:
    Portfolio Manager – Thermon 
 [GE CANADA FINANCE HOLDING COMPANY, 

as Canadian Agent under the Credit Agreement referred to below 
  

			
	  
 
	  
 
	 Attn:    
	 	                           
                                         
                ]

 Attention: 

Re:     Thermon Industries, Inc., a Texas corporation (the “US Borrower”) and Thermon Canada Inc., a
Nova Scotia company (the “Canadian Borrower” and together with the US Borrower, the “Borrowers”) 

Reference is made to the Credit Agreement, dated as of April 30, 2010 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent for
the US Lenders and US L/C Issuers (in such capacity, the “US Agent”) and GE Canada Finance Holding Company as administrative agent for the Canadian Lenders and Canadian L/C Issuers (in such capacity, the “Canadian
Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement. 
 The US
[Canadian] Borrower hereby gives you irrevocable notice, pursuant to Section 1.6 of the Credit Agreement of its request for the following: 

(i) a continuation, on            ,
        , as [LIBOR Rate Loans] [BA Rate Loans] having [an Interest Period] [a BA Period] of              months of [US] [Canadian]
Revolving Loans in an aggregate outstanding principal amount of [CDN]$             having [an Interest Period] [a BA Period] ending on the proposed date for such continuation;

 (ii) a conversion, on             ,
        , to [LIBOR Rate Loans] [BA Rate Loans] having [an Interest Period] [a BA Period] of              months of [US] [Canadian]
Revolving Loans in an aggregate outstanding principal amount of [CDN]$            ; and 
  

 1 








 (iii) a conversion,
on            ,        , to [Base Rate Loans] [Canadian Prime Rate Loans], of [US] [Canadian] Revolving Loans in an aggregate
outstanding principal amount of [CDN]$            . 

[SIGNATURE PAGE TO NOTICE OF CONVERSION/CONTINUATION DATED
            ,         ] 







 In connection herewith, the undersigned hereby certifies that, except as set forth on
Schedule A attached hereto, no Default or Event of Default has occurred and is continuing on the date hereof, both before and after giving effect to any Loan to be made or Letter of Credit to be Issued on or before any date for any proposed
conversion or continuation set forth above. 
  

			
	[THERMON INDUSTRIES, INC., a Texas corporation]
	
	[THERMON CANADA INC., a Nova Scotia company]
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURE PAGE TO NOTICE OF
CONVERSION/CONTINUATION DATED                       ,         ] 







 EXHIBIT 2.1 

GENERAL ELECTRIC CAPITAL CORPORATION 

GE CANADA FINANCE HOLDING COMPANY 

CLOSING AGENDA AND DOCUMENT CHECKLIST 

THERMON INDUSTRIES, INC., as the US Borrower 

THERMON CANADA INC., as the Canadian Borrower 

$40,000,000 Revolving Credit Facility 

Closing Date: April 30, 2010 

Capitalized Terms used herein and otherwise not defined have the meanings ascribed to them in the Credit Agreement.

 Items in bold indicate items to be prepared or obtained by the Borrowers or the Borrowers’ counsel 








 PARTIES TO THE TRANSACTION 

 

			
	AGENT:	  	GENERAL ELECTRIC CAPITAL CORPORATION
		  	 500 West Monroe Street

Chicago, Illinois 60661

		
		  	 Brian Polomsky
 Telephone
No.: (312) 463-2341
 Facsimile No.: (312) 697-3998

email: brian.polomsky@ge.com

		
		  	 Carrie Goldfeder
 Telephone
No.: (312) 463-2284
 Facsimile No.: (312) 441-7026

email: carrie.goldfeder@ge.com

		
		  	 Mark Birkett
 Telephone No.:
(312) 441-7513
 Facsimile No.: (312) 697-3998

email: mark.birkett@ge.com

		
		  	 Andrew Ippolite
 Telephone
No.: (312) 441-7087
 Facsimile No.: (312) 697-3998

email: andrew.ippolite@ge.com

		
		  	 Steve Roth
 Corporate
Counsel
 Global Sponsor Finance

Telephone: (312) 441-7003
 Facsimile: (312)
441-3998
 email: steve.roth@ge.com










			
		
	 AGENT’S US COUNSEL:
	    	KATTEN MUCHIN ROSENMAN LLP
		    	 525 West Monroe Street

Chicago, Illinois 60661

		
		    	 Stuart Shulruff
 Telephone
No.: (312) 902-5694
 Facsimile No.: (312) 577-8680

email: Stuart.shulruff@kattenlaw.com

		
		    	 Jennifer Wolfe
 Telephone
No.: (312) 902-5525
 Facsimile No.: (312) 577-8713

email: jennifer.wolfe@kattenlaw.com

		
		    	 Seth Aigner
 Telephone No.:
(312) 902-5572
 Facsimile No.: (312) 577-4496

email: seth.aigner@kattenlaw.com

		
		    	 John Huang
 Telephone No.:
(312) 902-5333
 Facsimile No.: (312) 577-8927

email: John.huang@kattenlaw.com

		
	 AGENT’S CANADIAN

COUNSEL:
	    	 MCCARTHY TETRAULT LLP

Suite 5300
 Toronto Dominion Bank
Tower
 Toronto, Ontario
 Canada M5K1E6


		
		    	 Richard Higa
 Telephone No.:
(416) 601-7858
 Facsimile No.: (416) 868-0673

email: rhiga@mccarthy.ca

		
		    	 Sheizana Murji
 Telephone
No.: (416) 601-8320
 Facsimile No.: (416) 868-0673

email: smurji@mccarthy.ca

		
		    	 Warda Shazadi
 Telephone
No.: (416) 601-8092
 email: wshazadi@mccarthy.ca










			
	BORROWERS:	  	THERMON INDUSTRIES, INC.
		  	 100 Thermon Drive
 San
Marcos, Texas 78666

		
		  	 THERMON CANADA INC.

333 28 Street NE
 Calgary, Alberta

Canada T2A 7P4

		
	EQUITY SPONSOR:	  	 CODE HENNESSY & SIMMONS LLC

10 South Wacker Drive, Suite 3175
 Chicago,
Illinois 60606

		
		  	 Dan Hennessey
 email:
dhennessy@chsonline.com

		
		  	 Marcus George
 email:
mgeorge@chsonline.com

		
		  	 Laura Lester
 email:
llester@chsonlme.com










			
	 BORROWER (S) AND

EQUITY SPONSOR’S COUNSEL:
	    	SIDLEY AUSTIN LLP
		    	 One South Dearborn Street

Chicago, Illinois 60603

		
		    	 Jeffrey N. Smith
 Telephone
No.: (312)853-7312
 Facsimile No.: (312) 853-7036

email: jsmith@sidley.com

		
		    	 Dirk Andringa
 Telephone
No.: (312) 853-7689
 Facsimile No.: (312) 853-7036

email: dandringa@sidley.com

		
		    	 Mark Kirsons
 Telephone No.:
(312) 853-6891
 Facsimile No.: (312) 853-7036

email: mkirsons@sidley.com

		
		    	 Andrew Vouziers
 Telephone
No.: (312) 853-7027
 Facsimile No.: (312) 853-7036

email: avouziers@sidley.com

		
	JEFFERIES:	    	 JEFFERIES & COMPANY, INC.

520 Madison Avenue, 10th Floor
 New York, New
York 10022

		
	 SECOND LIEN
	    	
	LENDERS’ COUNSEL:	    	 WHITE & CASE

1155 Avenue of the Americas
 New York, New York
10036

		
		    	 David Bilkis
 Telephone No.:
(212) 819-8413
 Facsimile No.: (212) 354-8113

email: dbilkis@ny.whitecase.com

		
		    	 Nicholas Palumbo
 Telephone
No.: (212) 819-8814
 Facsimile No.: (212) 354-8113

email: npalumbo@ny.whitecase.com









 TABLE OF PARTIES: 

 

			
	“Agents”	  	Canadian Agent and US Agent
	“BMO”	  	Bank of Montreal
	“Borrowers”	  	Canadian Borrower and US Borrower
	“Canadian Agent”	  	GE Canada, in its capacity as Canadian Agent
	“Canadian Borrower”	  	Thereon Canada Inc., a Nova Scotia company
	“Canadian Lenders”	  	GE Canada, BMO and KeyBank
	“Credit Parties”	  	Canadian Borrower and US Credit Parties
	“GE Canada”	  	GE Canada Finance Holding Company
	“GECC”	  	General Electric Capital Corporation
	“Heat Tracing I”	  	Thermon Heat Tracing Services-I, Inc., a Texas corporation
	“Heat Tracing II”	  	Thermon Heat Tracing Services-II, Inc., a Louisiana corporation
	“Heat Tracing Services”	  	Thermon Heat Tracing Services, Inc., a Texas corporation
	“Holdings”	  	Thermon Holding Corp., a Delaware corporation
	“KeyBank”	  	KeyBank National Association
	“Lenders”	  	Canadian Lenders and US Lenders
	“Manufacturing”	  	Thermon Manufacturing Company, a Texas corporation
	“Second Lien Lenders”	  	The Holders (as defined in the Second Lien Indenture)
	“Second Lien Debt Agent”	  	The Bank of New York Mellon Trust Company, N.A.
	“Seller”	  	Thermon Holdings, LLC, a Delaware limited liability company
	“Sponsor”	  	CHS Private Equity V LP
	“US Agent”	  	GECC, in its capacity as US Agent
	“US Borrower”	  	Thermon Industries, Inc., a Delaware corporation
	“US Credit Parties”	  	US Borrower and US Guarantors
	“US Guarantors”	  	Heat Tracing I, Heat Tracing II, Heat Tracing Services, Holdings, Manufacturing
	“US Lenders”	  	GECC, BMO and KeyBank

  

	I.	PRINCIPAL LOAN DOCUMENTS 

  

	 	1.	Credit Agreement executed by the Borrowers, the other Credit Parties, the Agents and the Lenders 


 

					
		  	   Schedule 1.1 (b)	  	-    Revolving Loan Commitments
		  	   Schedule 3.5	  	-    Litigation
		  	   Schedule 3.7	  	-    ERISA
		  	   Schedule 3.9	  	-    Real Estate
		  	   Schedule 3.10	  	-    Taxes
		  	   Schedule 3.12	  	-    Environmental
		  	   Schedule 3.15	  	-    Labor Relations
		  	   Schedule 3.17	  	-    Brokers’ and Transaction Fees
		  	   Schedule 3.19	  	-    Ventures, Subsidiaries and Affiliates; Outstanding Stock









							
		  	Schedule 3.20	  	-	  	Jurisdiction of Organization; Chief Executive Office
		  	Schedule 3.21	  	-	  	Deposit Accounts and Other Accounts
		  	Schedule 3.22	  	-	  	Bonding; Licenses
		  	Schedule 5.1	  	-	  	Liens
		  	Schedule 5.4	  	-	  	Investments
		  	Schedule 5.5	  	-	  	Indebtedness
		  	Schedule 5.5(p)	  	-	  	Foreign Subsidiary Letter of Credit Obligations
		  	Schedule 5.5(q)	  	-	  	Foreign Subsidiary Indebtedness
		  	Schedule 5.6	  	-	  	Transactions with Affiliates
		  	Schedule 5.9	  	-	  	Contingent Obligations
		  	Schedule 11.1	  	-	  	Prior Indebtedness
				
		  	Exhibit 1.1 (c)	  	-	  	Form of L/C Request
		  	Exhibit 1.1 (d)	  	-	  	Form of Swing Loan Request
		  	Exhibit 1.6	  	-	  	Form of Notice of Conversion/Continuation
		  	Exhibit 2.1	  	-	  	Closing Checklist
		  	Exhibit 4.2(b)	  	-	  	Form of Compliance Certificate
		  	Exhibit 11.1 (a)	  	-	  	Form of Assignment
		  	Exhibit 11.1 (b)	  	-	  	Form of Borrowing Base Certificate
		  	Exhibit 11.1 (c)	  	-	  	Form of Notice of Borrowing
		  	Exhibit 11.1 (d)	  	-	  	Form of Revolving Note
		  	Exhibit 11.1 (e)	  	-	  	Form of Swingline Note

  

	 	2.	Revolving Notes in the aggregate principal amount of up to $40,000,000, executed by the US Borrower and payable to the order of the following financial institutions:


  

				
	 GECC
	  	$	20,000,000
	 BMO
	  	$	10,000,000

  

	 	3.	Revolving Notes in the aggregate principal amount of up to $20,000,000, executed by the Canadian Borrower and payable to the order of the following financial
institutions: 

  

				
	 GE Canada
	  	$	10,000,000
	 BMO
	  	$	5,000,000

  

	 	4.	US Swingline Note in the principal amount of $5,000,000, executed by the US Borrower and payable to the order of the US Swingline Lender 


 

	 	5.	Canadian Swingline Note in the principal amount of $5,000,000, executed by the Canadian Borrower and payable to the order of the Canadian Swingline Lender


  

	 	6.	Intercreditor Agreement among Holdings, the Borrowers, the other Credit Parties, the Agents and the Second Lien Debt Agent. 


 

	II.	SECURITY DOCUMENTS 

  

	 	7.	Guaranty and Security Agreement (US Law) executed by the US Borrower, each US Guarantor and the US Agent 









							
		  	Annex 1	  	-	  	Form of Pledge Amendment
		  	Annex 2	  	-	  	Form of Joinder Agreement
		  	Annex 3	  	-	  	Form of Intellectual Property Security Agreement
				
		  	Schedule 1	  	-	  	Commercial Tort Claims
		  	Schedule 2	  	-	  	Filings
		  	Schedule 3	  	-	  	Jurisdiction of Organization; Chief Executive Office
		  	Schedule 4	  	-	  	Location of Inventory and Equipment
		  	Schedule 5	  	-	  	Pledged Collateral
		  	Schedule 6	  	-	  	Intellectual Property

  

	 	(a)	Stock Certificate No. [            ], issued to Holdings representing all of the issued and
outstanding capital stock of US Borrower 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(b)	Stock Certificate No. [            ], issued to Holdings representing sixty-five percent
(65%) of the issued and outstanding capital stock of Canadian Borrower 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(c)	Stock Certificate No. [            ], issued to Holdings representing thirty-five percent
(35%) of the issued and outstanding capital stock of Canadian Borrower 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(d)	Stock Certificate No. [            ], issued to US Borrower representing all of the issued and
outstanding capital stock of Manufacturing 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(e)	Stock Certificate No. [            ], issued to Manufacturing representing all of the issued and
outstanding capital stock of Heat Tracing Services 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(f)	Stock Certificate No. [            ], issued to Manufacturing representing all of the issued and
outstanding capital stock of Heat Tracing I 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 









	 	(g)	Stock Certificate No. [            ], issued to Manufacturing representing all of the issued and
outstanding capital stock of Heat Tracing II 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(h)	Stock Certificate No. [            ], issued to Manufacturing representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Latinoamericana, S. de R.L. de C.V. issued to Manufacturing 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(i)	Stock Certificate No. [            ], issued to Manufacturing representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Latinoamericana, S. de R.L. de C.V. issued to Manufacturing (security for Canadian Obligations) 


 

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(j)	Stock Certificate No. [            ], issued to Heat Tracing I representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Latinoamericana, S. de R.L. de C.V. issued to Heat Tracing I 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(k)	Stock Certificate No. [            ], issued to Heat Tracing I representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Latinoamericana, S. de R.L. de C.V. issued to Heat Tracing I (security for Canadian Obligations) 


 

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(1)	Stock Certificate No. [            ], issued to Manufacturing representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Europe B.V. 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(m)	Stock Certificate No. [            ], issued to Manufacturing representin thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Europe B.V. (security for Canadian Obligations) 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 









	 	(n)	Stock Certificate No. [            ], issued to Manufacturing representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Australia, Pty. Ltd. 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(o)	Stock Certificate No. [            ], issued to Manufacturing representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Australia, Pty. Ltd. (security for Canadian Obligations) 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(p)	Stock Certificate No. [            ], issued to Manufacturing representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Far East, Ltd. 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(q)	Stock Certificate No. [            ], issued to Manufacturing representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Far East, Ltd. (security for Canadian Obligations) 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(r)	Stock Certificate No. [            ], issued to Manufacturing representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Heat Tracers Pvt. Ltd. issued to Manufacturing 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(s)	Stock Certificate No. [            ], issued to Manufacturing representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Heat Tracers Pvt. Ltd. issued to Manufacturing (security for Canadian Obligations) 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(t)	Stock Certificate No. [            ], issued to Heat Tracing Services representing sixty-five
percent (65%) of the issued and outstanding capital stock of Thermon Heat Tracers Pvt. Ltd. issued to Heat Tracing Services 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 









	 	(u)	Stock Certificate No. [            ], issued to Heat Tracing Services representing thirty-five
percent (35%) of the issued and outstanding capital stock of Thermon Heat Tracers Pvt. Ltd. issued to Heat Tracing Services (security for Canadian Obligations) 


 

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(v)	Stock Certificate No. [            ], issued to Heat Tracing I representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Heat Tracers Pvt. Ltd. issued to Heat Tracing I 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(w)	Stock Certificate No. [            ], issued to Heat Tracing I representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Heat Tracers Pvt. Ltd. issued to Heat Tracing I (security for Canadian Obligations) 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(x)	Stock Certificate No. [            ], issued to Heat Tracing II representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Heat Tracers Pvt. Ltd. issued to Heat Tracing II 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(y)	Stock Certificate No. [            ], issued to Heat Tracing II representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Heat Tracers Pvt. Ltd. issued to Heat Tracing II (security for Canadian Obligations) 

  


	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(z)	Stock Certificate No. [            ], issued to Manufacturing representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Korea, Ltd. 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 









	 	(aa)	Stock Certificate No. [            ], issued to Manufacturing representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Korea, Ltd. (security for Canadian Obligations) 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(bb)	Stock Certificate No. [            ], issued to Manufacturing representing sixty-five percent
(65%) of the issued and outstanding capital stock of Thermon Heat Tracing & Engineering (Shanghai) Co. Ltd. 

  

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	(cc)	Stock Certificate No. [            ], issued to Manufacturing representing thirty-five percent
(35%) of the issued and outstanding capital stock of Thermon Heat Tracing & Engineering (Shanghai) Co. Ltd. (security for Canadian Obligations) 


 

	 	(i)	Irrevocable Proxy Coupled with Interest 

  

	 	(ii)	Stock Power, undated and executed in blank 

  

	 	8.	Guaranty and Security Agreement (Canadian Law) executed by the Canadian Borrower, each Canadian Guarantor and the Canadian Agent 


 

							
		 	Annex 1	  	-	    	Form of Pledge Amendment
		 	Annex 2	  	-	    	Form of Joinder Agreement
				
		 	Schedule 1	  	-	    	Filings
		 	Schedule 2	  	-	    	Jurisdiction of Organization; Chief Executive Office
		 	Schedule 3	  	-	    	Location of Inventory and Equipment
		 	Schedule 4	  	-	    	Pledged Collateral
		 	Schedule 5	  	-	    	Intellectual Property

  

	 	9.	Trademark Security Agreement executed by Manufacturing in favor of the US Agent and recorded with the United States Patent and Trademark Office (the
“USPTO”) on April [    ], 2010 at Reel [            ], Frame [            ].


  

							
		 	Schedule 1	  	-	    	Description of US Trademarks and Trademark Applications

  

	 	10.	Trademark Security Agreement executed by Manufacturing in favor of the US Agent and recorded with the Canadian Intellectual Property Office (the
“CIPO”) on April [    ], 2010 at Reel [            ], Frame [            ].


  

							
		 	Schedule 1	 	-	    	Description of Canadian Trademarks and Trademark Applications









	 	11.	Trademark Security Agreement executed by Canadian Borrower in favor of the Canadian Agent and recorded with the CIPO on April [    ],
2010 at Reel [            ], Frame [            ]. 


 

							
		 	Schedule 1	 	-	  	Description of Canadian Trademarks and Trademark Applications

  

	 	12.	Patent Security Agreement executed by Manufacturing in favor of the US Agent and recorded with the USPTO on April [    ], 2010 at Reel
[            ], Frame [            ]. 


 

							
		 	Schedule 1	 	-	  	Description of US Patents and Patent Applications

  

	 	13.	Patent Security Agreement executed by Manufacturing in favor of the US Agent and recorded with the CIPO on April [    ], 2010 at Reel
[            ], Frame [            ]. 


 

							
		 	Schedule 1	 	-	  	Description of Canadian Patents and Patent Applications

  

	 	14.	Copyright Security Agreement executed by Manufacturing in favor of the US Agent and recorded with the United States Copyright Office on April
[    ], 2010 at Reel [            ], Frame [            ]. 


 

							
		 	Schedule 1	 	-	  	Description of Copyrights and Copyright Applications

  

	 	15.	Deposit Account Control Agreements executed by Manufacturing, the US Agent, Second Lien Debt Agent and JPMorgan Chase Bank, NA 


 

	 	16.	Deposit Account Control Agreements executed by Heat Tracing I, the US Agent, Second Lien Debt Agent and JPMorgan Chase Bank, NA 


 

	 	17.	Deposit Account Control Agreements executed by Heat Tracing II, the US Agent, Second Lien Debt Agent and JPMorgan Chase Bank, NA 


 

	 	18.	Deposit Account Control Agreements executed by Canadian Borrower, the Canadian Agent and TD Commercial Bank (Canadian Law) 


 

	 	19.	Collateral Assignment of Purchase Agreement executed by Holdings, in favor of the US Agent for the benefit of the US Agent and the US Lenders and the Canadian Agent for
the benefit of the Canadian Agent and the Canadian Lenders 

  

	III.	REAL ESTATE DOCUMENTS 

  

	 	20.	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Manufacturing in favor of the US Agent, covering the fee interest in
the real property located at both 100 Thermon Drive and 1501 McCarty Lane, San Marcos, Texas 78666 and recorded in the office of the Hays County Clerk on [            
    ], 2010 as Document No. [            ]. 









	 	(a)	First American Loan Policy No.            with endorsements set forth on Schedule A attached
hereto (and reflecting deletion of survey exception) 

  

	 	(b)	ALTA Survey with Flood Zone Certification certified to Agent 

  

	 	(c)	Phase I Environmental Site Assessment (delivered) 

  

	 	21.	Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Manufacturing in favor of the US Agent, covering the fee
interest in the real property located at 2810 Mowery Road, Houston, Texas 77045 and recorded in the office of the Hays County Clerk on [                 ],
2010 as Document No.[            ]. 

  

	 	(a)	First American Loan Policy No.            with endorsements set forth on Schedule A attached
hereto (and reflecting deletion of survey exception) 

  

	 	(b)	Express Survey with Flood Zone Certification certified to Agent 

  

	 	(c)	Phase I Environmental Site Assessment (delivered) 

  

	 	22.	Landlord Waiver and Collateral Access Agreement executed by C.W. Seebeck d.b.a. Seebeck Partnership, Ltd., as landlord for the leased location at 4105 Hunter Road,
Hunter Business Park, San Marcos, TX 78666 (in favor of both US Agent and Second Lien Debt Agent) 

  

	 	23.	Landlord Waivers and Collateral Access Agreement executed by the landlords party to the leases for the following locations (in favor of the Canadian Agent)


  

	 	(a)	 333
28th Street, N.E., Calgary, Alberta T2A
7P4 


  

	 	(b)	9, 3110-14 Avenue NE, Calgary, Alberta T2A 6J4 

  

	IV.	COLLATERAL DUE DILIGENCE 

  

	 	24.	Perfection Certificate by US Borrower 

  

	 	25.	Perfection Certificate by Canadian Borrower 

  

	 	26.	Pre-Closing Lien Search Reports detailing the searches in those jurisdictions listed on Exhibit A attached hereto and a summary thereof 


 

	 	27.	UCC Financing Statements and PPSA Registrations listed on Exhibit B attached hereto 


 

	 	28.	Post-Closing Lien Search Reports 

  

	 	29.	Intellectual Property Searches 

  

	 	30.	UCC pre-file authorization letter executed by each Credit Party 









	V.	ANCILLARY DOCUMENTS 

  

	 	31.	Funds Flow Memorandum (please note that proceeds of GECC loans should be used first, to repay existing indebtedness and, second, to fund directly to the Sellers)


  

	 	32.	Initial Borrowing Base Certificate 

  

	 	33.	Officer’s Closing Certificate 

  

	 	34.	Master Standby Letter of Credit Agreement 

  

	 	35.	Master Documentary Letter of Credit Agreement 

  

	 	36.	Fee Letter among the Borrowers and GECC 

  

	 	37.	Financial Statements, including pro forma balance sheet and projections 


 

	 	38.	Insurance Policies/Certificates naming the Agent as additional insured/loss payee 


 

	 	39.	List of competitors and identified financial institutions per Section 9.9 of the Credit Agreement 


 

	VI.	ORGANIZATIONAL DOCUMENTS 

  

	 	40.	HOLDINGS 

  

	 	(a)	Secretary’s Certificate (including incumbency) 

  

							
		 	 Exhibit A
	  	-	    	Resolutions (re: Loan Documents, Second Lien Indebtedness Documents, Purchase Agreement and other acquisition documents)
				
		 	 Exhibit B
	  	-	    	Certificate of Incorporation certified by the Secretary of State of Delaware
				
		 	 Exhibit C
	  	-	    	By-Laws, as amended through the Closing Date

  

	 	(b)	Good Standing Certificate 

  

	 	(i)	Delaware 

  

	 	41.	US BORROWER 

  

	 	(a)	Secretary’s Certificate (including incumbency) 

  

							
		 	Exhibit A	  	-	    	Resolutions (re: Loan Documents, Second Lien Indebtedness Documents)
				
		 	Exhibit B	  	-	    	 Certificate of Incorparation certified by the Secretary of State of Texas

				
		 	Exhibit C	  	-	    	By-Laws, as amended through the Closing Date









	 	(b)	Good Standing Certificate 

  

	 	(i)	Texas 

  

	 	42.	CANADIAN BORROWER 

  

	 	(a)	Secretary’s Certificate (including incumbency) 

  

							
		 	Exhibit A	  	-	    	Resolutions (re: Loan Documents)
				
		 	 Exhibit B
	  	-	    	[Memorandum of Association] certified by the applicable governmental authority of Nova Scotia
				
		 	 Exhibit C
	  	-	    	[Articles of Association] certified by the applicable governmental authority of Nova Scotia


 

	 	(b)	Good Standing Certificates (or Canadian equivalent) 

  

	 	(i)	Nova Scotia 

  

	 	(ii)	Ontario 

  

	 	(iii)	Alberta 

  

	 	43.	MANUFACTURING 

  

	 	(a)	Secretary’s Certificate (including incumbency) 

  

							
		 	Exhibit A	  	-	    	Resolutions (re: Loan Documents, Second Lien Indebtedness Documents)
				
		 	 Exhibit B
	  	-	    	Certificate of Incorporation certified by the Secretary of State of Texas
				
		 	 Exhibit C
	  	-	    	By-Laws, as amended through the Closing Date

  

	 	(b)	Good Standing Certificate 

  

	 	(i)	Texas 

  

	 	44.	HEAT TRACING SERVICES 

  

	 	(a)	Secretary’s Certificate (including incumbency) 

  

							
		 	Exhibit A	  	-	    	 Resolutions (re: Loan Documents, Second Lien Indebtedness Documents)

				
		 	 Exhibit B
	  	-	    	Certificate of Incorporation certified by the Secretary of State of Texas
				
		 	 Exhibit C
	  	-	    	By-Laws, as amended through the Closing Date









	 	(b)	Good Standing Certificate 

  

	 	(i)	Texas 

  

	 	45.	HEAT TRACING I 

  

	 	(a)	Secretary’s Certificate (including incumbency) 

  

							
		 	Exhibit A	  	-	    	Resolutions (re: Loan Documents, Second Lien Indebtedness Documents)
				
		 	 Exhibit B
	  	-	    	Certificate of Incorporation certified by the Secretary of State of Texas
				
		 	 Exhibit C
	  	-	    	By-Laws, as amended through the Closing Date

  

	 	(b)	Good Standing Certificate 

  

	 	(i)	Texas 

  

	 	46.	HEAT TRACING II 

  

	 	(a)	Secretary’s Certificate (including incumbency) 

  

							
		 	Exhibit A	  	-	    	Resolutions (re: Loan Documents, Second Lien Indebtedness Documents)
				
		 	 Exhibit B
	  	-	    	Certificate of Incorporation certified by the Secretary of State of Louisiana
				
		 	 Exhibit C
	  	-	    	By-Laws, as amended through the Closing Date

  

	 	(b)	Good Standing Certificate 

  

	 	(i)	Louisiana 

  

	VII.	DEBT REPAYMENT DOCUMENTS 

  

	 	47.	Payoff Letters executed and delivered by the Sellers and the following institutions: 


 

	 	(a)	CIT Financial Ltd. (Canadian Credit Agreement) 

  

	 	(b)	CIT Lending Services Corporation and CIT Financial Ltd. (CIT Revolver) 


 

	 	(c)	CIT Lending Services Corporation (US Credit Agreement) 

  

	 	48.	Estoppel Letter from TD Bank 









	 	49.	JPMorgan Chase Bank, N.A. Blocked Account Control Agreement Termination executed by CIT Lending Services Corporation, as First Lien Agent and as Second Lien Agent


  

	 	50.	The Toronto-Dominion Bank Blocked Account Control Agreement Termination executed by CIT Financial Ltd., as Agent 


 

	 	51.	UCC Termination Statements listed on Exhibit C attached hereto 


 

	 	52.	PPSA discharge statements listed on Exhibit C attached hereto 


 

	 	53.	Mortgage Releases for the Mortgages listed on Exhibit D hereto 


 

	 	54.	Intellectual Property releases listed on Exhibit D hereto 

  

	 	55.	Landlord Waiver Terminations executed by CIT Lending Services Corporation for the following locations: 


 

	 	a.	2216 Highway 35 South, San Marcos, Texas (Units 419, 423 and 466) 

  

	 	b.	4105 Hunter Road, Buildings 17B and 19, Hunter Business Park, San Marcos, Texas 


 

	 	[Please	advise if any additional Landlord Waiver Terminations will be provided.] 


 

	VIII.	    LEGAL OPINIONS 

  

	 	56.	Opinion of Credit Parties’ US Counsel re: Senior Credit Facility (Sidley Austin LLP) 


 

	 	57.	Opinion of Credit Parties’ Canadian Counsel : Senior Credit Facility (Blakes) 


 

	 	58.	Opinion of Credit Parties’ Nova Scotia local counsel : corporate matters (Stewart McKelvey) 


 

	 	59.	Opinion of Texas local counsel re: corporate, real estate and applicable UCC matters (Fulbright & Jaworski LLP) 


 

	 	60.	Opinion of Louisiana local counsel re: corporate and applicable UCC matters (    ) 


 

	 	61.	Opinion of Credit Parties’ Counsel re: Second Lien Indebtedness Documents with reliance language for the Agent and the Lenders (Sidley Austin LLP)










	 	62.	Opinion of Louisiana local counsel re: corporate and applicable UCC matters for the Second Lien(        )


  

	 	63.	Opinion of Texas local counsel re: corporate, real estate and applicable UCC matters for the Second Lien (Fulbright & Jaworski LLP)


  

	IX.	CERTIFIED COPIES OF ACQUISITION DOCUMENTS 

  

	 	64.	Purchase Agreement by and among Seller, Holdings and Thermon Group, Inc. and all documents, instruments and agreements executed in connection therewith


  

	 	65.	Certificate of Merger evidencing merger of Thermon Finance, Inc. with and into the US Borrower, duly certified by the Delaware Secretary of State


  

	 	66.	Certificate of Merger evidencing merger of Thermon Finance, Inc. with and into the US Borrower, duly certified by the Texas Secretary of State


  

	 	67.	Escrow Agreement 

  

	 	68.	Restrictive Covenant Agreement 

  

	 	69.	Copies of all required consents 

  

	 	70.	Senior Executive Agreements with each of: 

  

	 	(a)	[                           
             ] 

  

	 	(b)	[                           
             ] 

  

	 	(c)	[                           
             ] 

  

	 	71.	Evidence of the termination of the Audax management agreement 

  

	 	72.	Management Agreement by and among US Borrower, Sponsor Management Affiliate and the Additional Management Advisors. 


 

	 	73.	Closing Fee Agreement by and between Thermon Group, Inc. and Sponsor Management Affiliate 


 

	 	74.	Evidence of HSR Early Terminations 

  

	 	75.	Insurance Policies (as defined in the Purchase Agreement) 









	X.	CERTIFIED COPIES OF SECOND LIEN INDEBTEDNESS DOCUMENTS 

  

	 	76.	Second Lien Indenture 

  

	 	77.	Second Lien Notes 

  

	 	78.	Second Lien Guaranty and Security Agreement 

  

	 	79.	Second Lien Mortgages 

  

	 	80.	Bond Purchase Agreement, as amended 








 EXHIBIT A 

Search Jurisdictions 
  

			
	 Debtor
	  	 Jurisdiction

	Thermon Group, Inc.	  	SOS DE
		  	
	Thermon Holdings, LLC	  	 SOS DE
 New Castle Co. DE

 SOC MA
 Boston (Suffolk Co.),
MA

		  	
	Thermon Holding Corp.	  	 SOS DE
 New Castle Co. DE

 SOC MA
 Boston (Suffolk Co.),
MA

		  	
	Thermon Industries, Inc.	  	 SOS DE
 New Castle Co., DE

 SOS TX
 Hays Co., TX-Harris Co., TX
East Baton Rouge Parish, LA

		  	
	Thermon Manufacturing Company	  	 SOS TX
 Hays Co.,
TX
 Harris Co., TX
 East Baton Rouge
Parish, LA

		  	
	Thermon Heat Tracing Services, Inc.	  	 SOS TX
 Hays Co.,
TX
 Harris Co., TX
 East Baton Rouge
Parish, LA

		  	
	Thermon International Sales Corporation II	  	 SOS TX
 Hays Co.,
TX
 Harris Co., TX
 East Baton Rouge
Parish, LA

		  	
	Thermon Heat Tracing Services-II, Inc.	  	 SOS TX
 Harris Co.,
TX
 Hays Co. TX
 LA- East Baton Rouge
Parish

		  	
	Thermon Heat Tracing Services-I, Inc.	  	 SOS TX
 Harris Co.,
TX
 Hays Co., TX
 East Baton Rouge
Parish, LA

		  	
	Audax Thermon Holdings, LLC	  	 SOS DE
 New Castle Co, DE

 SOC MA
 Boston (Suffolk Co.),
MA

		  	
	Thermon International Sales Corporation-II	  	SOS TX Hays Co., TX
		  	








 EXHIBIT B: 

UCC and PPSA Filings 
  

									
	 Name
	 	 Jurisdiction

and Type of

Filing
	  	 Date of

Filing
	  	 Filing No.
	  	 Post-filing
Search

	Thermon Holding Corp.	 	DE SOS; blanket UCC	  		  		  	
					
	Thermon Industries, Inc.	 	TX SOS; blanket UCC	  		  		  	
					
	Thermon Manufacturing Company	 	TX SOS; blanket UCC	  		  		  	
					
	Thermon Manufacturing Company	 	Harris County, TX; UCC fixture	  		  		  	
					
	Thermon Manufacturing Company	 	Hays County, TX; UCC fixture	  		  		  	
					
	Thermon Heat Tracing Services, Inc.	 	TX SOS; blanket UCC	  		  		  	
					
	Thermon Heat Tracing Services-I, Inc.	 	TX SOS; blanket UCC	  		  		  	
					
	Thermon Heat Tracing Services-II, Inc.	 	East Baton Rouge, LA; blanket UCC	  		  		  	
					
	Thermon Canada Inc.	 	Alberta; blanket PPSA	  		  		  	
					
	Thermon Canada Inc.	 	Nova Scotia; blanket PPSA	  		  		  	
					
	Thermon Canada Inc.	 	Ontario; blanket PPSA	  		  		  	








 EXHIBIT C: 

UCC and PPSA Terminations 
  

									
	 Debtor
	  	 Secured Party
	  	 Jurisdiction
	  	 Original
Filing
Number and Date
	  	 Termination
Filing Number
and
Date

					
	Thermon Acquisition Corp.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS DE	  	 20073313714
 8/29/07

	  	
					
	Thermon Acquisition Corp.	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	SOS DE	  	 20073328035
 8/30/07

	  	
					
	Thermon Holdings, LLC	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS DE	  	 20073313912
 8/29/07

	  	
					
	Thermon Holdings, LLC	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	SOS DE	  	 20073328050
 8/30/07

	  	
					
	THERMON INDUSTRIES, INC.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS TX	  	 07-0029772165
 8/30/07

	  	
					
	Thermon Industries, Inc.	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	SOS TX	  	 07-0029772721
 8/30/07

	  	
					
	Thermon Holding Corp.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS DE	  	 20073313821
 8/29/07

	  	
					
	Thermon Holding Corp.	  	 CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien

Lenders
	  	SOS DE	  	 20073328027
 8/30/07

	  	









									
	 	  	 	  	 	  	 	  	 
					
	THERMON MANUFACTURING COMPANY	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS TX	  	 07-0029771811
 8/30/07

	  	
					
	Thermon Manufacturing Company	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	SOS TX	  	 07-0029772832
 8/30/07

	  	
					
	THERMON MANUFACTURING COMPANY	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	Harris Co.,
 TX
	  	 20070574798
 9/20/07

	  	
					
	THERMON MANUFACTURING COMPANY	  	CIT Lending Services Corporation, as Collateral Agent	  	Harris Co.,
TX	  	 20070574800
 9/20/07

	  	
					
	THERMON MANUFACTURING COMPANY	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	Hays Co.,
TX	  	 70027336

9/14/07
	  	
					
	THERMON MANUFACTURING COMPANY	  	CIT Lending Services Corporation, as Collateral Agent	  	Hays Co.,
TX	  	 70027338

9/14/07
	  	
					
	Thermon Merger Corp.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS TX	  	 07-0029620591
 8/29/07

	  	
					
	Thermon Merger Corp.	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	SOS TX	  	 07-0029772498
 8/30/07

	  	
					
	THERMON HEAT TRACING SERVICES, INC.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS TX	  	 07-0029771922
 8/30/07

	  	
					
	Thermon Heat Tracing Services, Inc.	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	SOS TX	  	 07-0029772387
 8/30/07

	  	









									
					
	THERMON HEAT TRACING SERVICES-I, INC.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS TX	  	07-0029772054 8/30/07	  	
					
	Thermon Heat Tracing Services-I, Inc.	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	SOS TX	  	07-0029772610 8/30/07	  	
					
	THERMON HEAT TRACING SERVICES-II, INC.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	East Baton Rouge Parish, LA	  	17-1317309 8/30/07	  	
					
	Thermon Heat Tracing Services-II, Inc.	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	East Baton Rouge Parish, LA	  	 17-1317310

8/30/07
	  	
					
	THERMON HEAT TRACING SERVICES-II, INC.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	East Baton Rouge Parish, LA	  	 17-1317462

9/5/07
	  	
					
	THERMON HEAT TRACING SERVICES-II, INC.	  	CIT Lending Services Corporation, as Collateral Agent	  	East Baton Rouge Parish, LA	  	 17-1317463

9/5/07
	  	
					
	THERMON INTERNATIONAL SALES CORPORATION-II	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	SOS TX	  	07-0029771699 8/30/07	  	
					
	Thermon International Sales Corporation-II	  	CIT Lending Services Corporation, as U.S. Collateral Agent for the Second Lien Lenders	  	SOS TX	  	07-0029772943 8/30/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as First Lien Collateral Agent	  	Alberta, Canada	  	07082825857 8/28/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as First Lien Collateral Agent	  	Alberta, Canada	  	070828825915 8/28/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as First Lien Collateral Agent	  	Alberta, Canada	  	07082931135 8/29/07	  	









									
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as Second Lien Collateral Agent	  	Alberta,
Canada	  	07082931184 8/29/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as First Lien Collateral Agent	  	Ontario,
Canada	  	638615727 8/29/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as Second Lien Collateral Agent	  	Ontario,
Canada	  	638615745 8/29/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as First Lien Collateral Agent	  	Ontario,
Canada	  	638515215 8/27/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as Second Lien Collateral Agent	  	Ontario,
Canada	  	638515233 8/27/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as Second Lien Collateral Agent	  	Nova Scotia,
Canada	  	12890398 8/27/07	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as First Lien Collateral Agent	  	Nova Scotia,
Canada	  	 12890380

8/27/07
	  	
					
	Thermon Canada Inc.	  	CIT Financial Ltd., as First Lien Collateral Agent	  	Nova Scotia,
Canada	  	12903001 8/29/07	  	
					
	Thermon Canada Inc.	  	CIT Financial, as Second Lien Collateral Agent and CIT Financial Ltd., as Second Lien Collateral Agent	  	Nova Scotia,
Canada	  	12903019 8/29/07	  	








 EXHIBIT D 

MORTGAGE AND INTELLECTUAL PROPERTY RELEASES 
  

	I.	MORTGAGE RELEASES 

  

											
	 Debtor
	  	 Secured Party
	  	Jurisdiction	  	Original Filing
Number and
Date	  	Release Filing
Number and
Date	  	Copy of
Recorded
Release
Received
	Thermon Manufacturing Company	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	Harris
County, TX	  	#20070574797;
9/20/2007	  		  	
						
	Thermon Manufacturing Company	  	CIT Lending Services Corporation, as Collateral Agent	  	Harris
County, TX	  	#20070574799;
9/20/2007	  		  	
						
	Thermon Manufacturing Company	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	Hays
County, TX	  	#70027335;
9/14/2007	  		  	
						
	Thermon Manufacturing Company	  	CIT Lending Services Corporation, as Collateral Agent	  	Hays
County, TX	  	#70027337;
9/14/2007	  		  	
						
	Thermon Heat Tracing Services-II, Inc.	  	CIT Lending Services Corporation, as U.S. Collateral Agent	  	East Baton
Rouge
Parish, LA	  	ORIG 467
BNDL 11990
9/5/07	  		  	
						
	Thermon Heat Tracing Services-II, Inc.	  	CIT Lending Services Corporation, as Collateral Agent	  	East Baton
Rouge
Parish, LA	  	ORIG 470
BNDL 11990
9/5/07	  		  	

  

	II.	INTELLECTUAL PROPERTY RELEASES 

  

	1.	Trademark Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation, as US Administrative and Collateral Agent, dated
August 30, 2007, and recorded on August 31, 2007 at Reel/Frame: 3612/0801 

  

	2.	Second Lien Trademark Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation, as Administrative and Collateral Agent,
dated August 30, 2007, and recorded on September 4, 2007 at Reel/Frame: 3614/0167 









	3.	Patent Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation, dated August 30, 2007, and recorded on
August 31, 2007 at Reel/Frame: 019767/0732 

  

	4.	Second Lien Patent Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation, as Administrative and Collateral Agent,
dated August 30, 2007, and recorded on September 4, 2007 at Reel/Frame: 019773/0530 

  

	5.	Copyright Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation, dated August 30, 2007, and recorded on
October 1, 2008 at Microfilm: V3566 D291 

  

	6.	Copyright Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation, dated August 30, 2007, and recorded at
Microfilm: V3556 D739 

  

	7.	Trademark Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation (First Lien Agreement) recorded on November 19,
2007 with the Canadian Intellectual Property Office 

  

	8.	Trademark Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation (Second Lien Agreement) recorded on
November 19, 2007 with the Canadian Intellectual Property Office 

  

	9.	Patent Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation (First Lien Agreement) recorded on October 26,
2007 with the Canadian Intellectual Property Office 

  

	10.	Patent Security Agreement executed by Thermon Manufacturing Company in favor of CIT Lending Services Corporation (Second Lien Agreement) recorded on October 26,
2007 with the Canadian Intellectual Property Office 








 SCHEDULE A: 

Required Endorsements 
  

	1.	Comprehensive Endorsement 

  

	2.	Variable Rate Endorsement 

  

	3.	Future Advance, Revolving Credit Endorsement 

  

	4.	Tie-In Endorsement (if applicable) 

  

	5.	Contiguity Endorsement 

  

	6.	Access Endorsement 

  

	7.	First Loss Endorsement 








 EXHIBIT 4.2(b) 

COMPLIANCE CERTIFICATE 

THERMON INDUSTRIES, INC., as the US Borrower 

THERMON CANADA INC., as the Canadian Borrower 

Date:            , 201     

This Compliance Certificate (this “Certificate”) is given by Thermon Holding Corp., a Delaware corporation
(“Holdings”), pursuant to subsection 4.2(b) of that certain Credit Agreement dated as of April 30, 2010 by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and Thermon Canada Inc., a
Nova Scotia company (the “Canadian Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and together as the “Borrowers”), Holdings, as a
Credit Party, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent (in such capacity, “US Agent”) for the financial institutions from time to time party to the Credit Agreement
described herein with a US Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, a Nova Scotia unlimited liability company, as
administrative agent (in such capacity, “Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment (as defined in the Credit Agreement
described herein) (the “Canadian Lenders”), and the Canadian Lenders party thereto (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. 
 The officer
executing this Certificate is a Responsible Officer of Holdings and as such is duly authorized to execute and deliver this Certificate on behalf of Holdings and the Borrowers. By executing this Certificate, such officer hereby certifies to Agents,
the Lenders and L/C Issuers, on behalf of Holdings, that: 
 (a) the financial statements delivered with this Certificate in
accordance with subsection 4.1(a) and/or 4.1(b) of the Credit Agreement are correct and complete and fairly present, in all material respects, in accordance with GAAP the financial position and the results of operations of Holdings and its
Subsidiaries as of the dates of and for the periods covered by such financial statements (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosure); 

(b) to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing [except as specified
on the written attachment hereto]; 
 (c) based on the financial statements described in clause (a), Exhibit A hereto is a
correct calculation of the financial covenant contained in Article VI of the Credit Agreement [[only required to be provided with respect to Certificates delivered for the last fiscal month of each Fiscal Quarter for which average daily Aggregate
Availability (as calculated in the Borrowing Base Certificate) for the applicable period is less than the Applicable Minimum Availability Threshold]]; and 

 

 1 








 (d) since the Closing Date and except as disclosed in prior Certificates delivered to Agent,
no Credit Party and no Subsidiary of any Credit Party has: 
 (i) changed its legal name, identity, jurisdiction of
incorporation, organization or formation or organizational structure or formed or acquired any Subsidiary except as follows:
                                        ;

 (ii) acquired the assets of, or merged or consolidated with or into, any Person pursuant to an Acquisition, except as
follows:
                                        
;or 
 (iii) changed its address or otherwise relocated, acquired fee simple title to any real property or entered into any
real property leases, except as follows:
                                        .

 IN WITNESS WHEREOF, Holdings has caused this Certificate to be executed by one of its Responsible Officers this
     day of         , 20    . 
  

			
	THERMON HOLDING CORP., a Delaware corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Note: Unless otherwise
specified, all financial covenants and calculations are calculated for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP and all calculations are without duplication. All calculations shall be expressed in US Dollar
Equivalent. 
  

 2 








 EXHIBIT A TO EXHIBIT 4.2(b) 

COMPLIANCE CERTIFICATE 

Covenant 6.1 Fixed Charge Coverage 
  

				
	 Fixed Charge Coverage is defined as follows:
	  		
		
	 Fixed Charge Cash Flow:
	  		
		
	 Cash Flow (per Part II of Exhibit B)
	  	$	            
		
	 Minus:Management fees pursuant to the Management Agreement paid in cash during such period 1
	  	$	            
		
	 (Y) Fixed Charge Cash Flow
	  	$	            
		
	 Fixed
Charges:2
	  		

  

	1	For purposes of calculating Fixed Charge Cash Flow as of any date on or prior to March 31, 2011, Management fees paid pursuant to the Management Agreement shall be
deemed to be $1,534,880. 

  

	2	For purposes of calculating Fixed Charge Coverage Ratio as of any date on or prior to March 31, 2011, Fixed Charges shall be calculated as follows:


  

	a.	Net Interest Expense (i) attributable to the Second Lien Indebtedness shall equal $19,950,000 and (ii) for all other components thereof (a) for the
measurement period ending on June 30, 2010, shall equal Net Interest Expense during the period from May 1, 2010 through June 30, 2010 multiplied by 6, (b) for the measurement period ending on September 30, 2010, shall equal
Net Interest Expense during the period from May 1, 2010 through September 30, 2010 multiplied by 12/5, (c) for the measurement period ending on December 31, 2010, shall equal Net Interest Expense during the period from
May 1, 2010 through December 31, 2010 multiplied by 3/2, and (d) for the measurement period ending on March 31, 2011, shall equal Net Interest Expense during the period from May 1, 2010 through March 31,2011 multiplied
by 12/11. 

  

	b.	Scheduled principal payments of all Indebtedness (other than Prior Indebtedness) shall be calculated using the actual amounts in respect thereof during each such
measurement period. 

  

	c.	Taxes on or measured by income paid or required to be paid in cash (“Cash Taxes”) (a) for the measurement period ending on June 30, 2010, shall
equal Cash Taxes during the period from May 1, 2010 through June 30, 2010 multiplied by 6, (b) for the measurement period ending on September 30, 2010, shall equal Cash Taxes during the period from May 1, 2010 through
September 30, 2010 multiplied by 12/5, (c) for the measurement period ending on December 31, 2010, shall equal Cash Taxes during the period from May 1, 2010 through December 31, 2010 multiplied by 3/2, and (d) for the
measurement period ending on March 31, 2011, shall equal Cash Taxes during the period from May 1, 2010 through March 31, 2011 multiplied by 12/11; provided, Cash Taxes shall not include taxes on or measured by income earned or
attributable to any period prior to the Closing Date that are paid in cash by the Seller. 

  

	d.	Restricted Payments described in subsection 5.1 l(b) of the Credit Agreement shall be calculated using the actual amounts paid in cash in respect thereof during each
such measurement period. 

  

	e.	Out-of-pocket expenses and indemnities paid pursuant to Management Agreement shall equal actual out-of-pocket expenses and indemnities paid pursuant to Management
Agreement during each such measurement period. 

  

 1 









			
	Net Interest Expense:	  	 
		
	 Gross interest expense for such period paid or required to be paid in cash (including all commissions, discounts, fees and other charges in connection
with letters of credit and similar instruments and net amounts paid or payable and/or received or receivable under permitted Rate Contracts in respect of interest rates) for Holdings and its Subsidiaries on a consolidated basis
	  	______
		
	 Less: Interest income for such period
	  	______
		
	 (A)   Net Interest Expense
	  	______
		
	 (B)   Scheduled principal payments of Indebtedness during such period
	  	______
		
	 (C)   Earnouts payable in cash during such period
	  	______
		
	 (D)   Taxes on or measured by income paid or payable in cash during such period
	  	______
		
	 (E)   Restricted Payments described in subsections 5.1 l(b), 5.1 l(d), 5.1 l(f), 5.1 l(g) and 5.1 l(h) paid in
cash during such period
	  	______
		
	 (F)    Expenses and indemnities pursuant to the Management Agreement paid in cash during such
period
	  	______
		
	 (Z)   Fixed Charges ((A)+(B)+(C)+(D)+(E)+(F))
	  	$______
		
	 Fixed Charge Coverage ((Y)/(Z))
	  	______
		
	 Required Fixed Charge Coverage
	  	______
		
	 In Compliance
	  	Yes/No

  

 2 








 EXHIBIT B TO EXHIBIT 4.2(b) 

COMPLIANCE CERTIFICATE 

Part I - Calculation of Adjusted EBITDA 

EBITDA is defined as follows: 
  

			
	Net income (or loss) for the applicable period of measurement of Holdings and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding: (a) the
income (or loss) of any Person which is not a Subsidiary of a Borrower, except to the extent of the amount of dividends or other distributions actually paid to a Borrower or any of its Subsidiaries in cash by such Person during such period and the
payment of dividends or similar distributions by that Person is not at the time prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that
Person; (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of a Borrower or is merged into or consolidated with a Borrower or any of its Subsidiaries or that Person’s assets are acquired by a Borrower or
any of its Subsidiaries; (c) the proceeds of any life insurance policy; (d) gains or losses from the sale, exchange, transfer or other disposition of Property or assets not in the Ordinary Course of Business of the Borrowers and their Subsidiaries,
and related tax effects in accordance with GAAP; and (e) any other extraordinary or gains or losses of a Borrower or its Subsidiaries, and related tax effects in accordance with GAAP.	  	$______
		
	 Plus:  All amounts deducted in calculating net income (or loss) for depreciation or amortization for such
period
	  	______
		
	 Interest expense (less interest income) deducted in calculating net income (or loss) for such period
	  	______
		
	 All taxes on or measured by income to the extent deducted in calculating net income (or loss) for such period
	  	______
		
	 All management or similar fees, expenses and indemnities pursuant to the Management Agreement to the extent deducted in calculating net income (or
loss) for such period
	  	______
		
	 All non-cash losses or expenses (or minus non-cash income or gain) included or deducted in calculating net income (or loss) for such period including,
without limitation, any non-cash impairment charge or asset write-off related to intangible
	  	

  

 3 









			
	assets, long-lived assets, and investments in debt and equity securities, and any non-cash foreign currency exchange losses (or minus gains), but excluding, in any event, any
non-cash loss or expense (a) that is an accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period or (b) relating to a write-down, write off or reserve with respect to Accounts and Inventory
	  	______
		
	All non-cash losses or expenses deducted (or minus all non-cash income or gain added) in the calculation of net income (or loss) for such period from the application of purchase
accounting, including the write up or write down of inventory in connection therewith	  	______
		
	All non-cash compensation expense to the extent deducted in the calculation of net income (or loss) for such period	  	______
		
	Fees and expenses incurred in connection with the negotiation, execution and delivery on the Closing Date of the Loan Documents and Related Agreements and consummation on the
Closing Date of the Related Transactions, to the extent (i) deducted in the calculation of net income (or loss) for such period and (ii) disclosed to Agent	  	______
		
	Fees, expenses (including reimbursement of out-of-pocket expenses) and prepayment premiums paid to Agent, Lenders and/or Second Lien Lenders in connection with the Loan Documents or
Second Lien Note Agreement, respectively, to the extent deducted in calculating net income (or loss) for such period	  	______
		
	To the extent deducted in calculating net income (or loss) for such period and so long as same is not reasonably likely to result in a cash expenditure in a future period, non-cash
expenses (including as a result of the acceleration of vesting in the event of a change of control) resulting from the grant or periodic remeasurement of stock options or other equity-related incentives to any director, officer or employee of any of
the Credit Parties pursuant to a written plan or agreement approved by the board of directors or similar governing body of any Credit Party	  	______
		
	To the extent not included in net income, cash proceeds of business interruption insurance received during such period	  	______

  

 4 









			
	To the extent deducted in calculating net income (or loss) for such period, non-recurring cash expenses and costs not in excess of $3,000,000 during any trailing twelve month
period, in each case, as set forth on a schedule certified by a Responsible Officer of Holdings delivered to the Agents concurrently with the applicable Compliance Certificate, including, but not limited to, non-recurring cash expenses and costs
incurred in connection with (i) restructurings, integration, severance and synergies, (ii) the implementation of the new ERP system, (iii) Permitted Acquisitions (including restructurings, severance payments and synergies resulting therefrom or
implemented in connection therewith), (iv) compliance fees, (v) the recruiting of a new Chief Financial Officer, (vi) environmental remediation actions required by law with respect to the real property locations of the Credit Parties, (vii)
resolution of legal compliance issues affecting U.S. employee benefits plans and (viii) losses (or minus gains) with respect to discontinued operations	  	______
		
	To the extent deducted in calculating net income (or loss) for such period, any non-cash loss to the extent such loss is covered by the “Insurance Policies” (as defined in
the Purchase Agreement); provided, in the event a Credit Party is required to pay all or any portion of such loss in cash, such cash payment shall be permitted to be added back to net income to the extent the applicable Credit Party receives payment
in cash in respect of such cash loss from such Insurance Policies within three (3) months of the date such loss is paid in cash by such Credit Party	  	______
		
	
EBITDA3

	  	$______

  

	3	For purposes of calculating EBITDA as of any date of measurement ending on or before April 30, 2011, EBITDA for any period set forth below included in the twelve
month period ending on such date shall be deemed to equal the amount set forth below for such period: 

  

			
	 Period:
	    	Pre-Closing EBITDA
	 Month of April, 2009
	    	$4,009,789
	 Month of May, 2009
	    	$4,124,075
	 Month of June, 2009
	    	$3,490,147
	 Month of July, 2009
	    	$3,214,894
	 Month of August, 2009
	    	$4,449,071
	 Month of September 2009
	    	$5,229,444
	 Month of October, 2009
	    	$5,405,136
	 Month of November, 2009
	    	$3,099,161
	 Month of December 2009
	    	$3,593,702
	 Month of January 2010
	    	$3,910,058
	Month of February 2010	    	$2,791,945
	Months of March, 2010 and April, 2010	    	Pre-Closing EBITDA of Holdings and its Subsidiaries for
each such month shall be computed on 
a basis consistent with
the determination of Pre-Closing EBITDA for the preceding
periods

  

 5 









					
	 Plus:
	  	Pro Forma EBITDA for each Permitted Acquisition as set forth on the attached
schedule4 [Holdings to attach schedule for each
Permitted Acquisition]	  	_______            
			
	Minus:	  	with respect to any Disposition consummated within the period in question, EBITDA attributable to the Subsidiary, profit centers, or other asset which is the subject of such
Disposition from the beginning of such period until the date of consummation of such Disposition	  	_______            
		
	 Adjusted EBITDA
	  	$______
		
	 Part II – Calculation of Cash Flow
	  	
		
	 (A) EBITDA (per Part I of Exhibit B) for the applicable period of measurement:
	  	$______
		
	 Unfinanced in Capital
Expenditures:
	  	
		
	The aggregate of all expenditures and other obligations for the twelve month period ending on the last day of the month covered by such financial statements which should
be capitalized under GAAP	  	_______            
			
	 Less:
	  	Net Proceeds from Dispositions and/or Events of Loss which a Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above	  	_______            
			
		  	To the extent included above, expenditures financed with cash proceeds from Excluded Equity Issuances	  	_______            
			
		  	To the extent included above, amounts paid as the purchase price for a Target in a Permitted Acquisition	  	_______            


 

	4	Pro Forma EBITDA means EBITDA (calculated in the manner set forth in Part I of Exhibit B) attributable to each Permitted Acquisition (with such pro forma adjustments as
are reasonably acceptable to US Agent and Borrowers) consummated during the one year period preceding the date of measurement solely for a number of months immediately preceding the consummation of such Permitted Acquisition, which number equals
twelve (12) minus the number of full calendar months following the consummation of such Permitted Acquisition for which financial statements have been delivered pursuant to subsection 4.1(b) of the Credit Agreement. 


 

 6 









								
		 	Portion of capital expenditures included above financed under Capital Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under
the Revolving Loan Commitment)	 	 	______
			
	 (B)
	 	Unfinanced Capital Expenditures5
	 	$
	            

		
	Cash Flow ((A)-(B))	 	$	            
		
	Part III – Calculation of Leverage Ratio	 		
		
	Average of the sum of the aggregate balance of outstanding Revolving Loans and Swing Loans as of the last day of each month in the twelve month (or shorter period
commencing on the Closing Date) period ended on the date of measurement	 	 	______
			
	 Plus:
	 	 L/C  Reimbursement Obligations as of date of measurement, whether or not then due and
payable
	 	 	______
			
		 	All amounts drawn on letters of credit not constituting Letters of Credit, to the extent (a) such letters of credit are not supported by cash collateral and (b)
Holdings and its Subsidiaries have not reimbursed the issuer thereof for such	 	 	______

  

	5	For purposes of calculating Cash Flow as of any date of measurement ending on or before April 30, 2010, Unfinanced Capital Expenditures for any period below
included in the twelve month period ending on such date shall be deemed to equal the amount set forth below for such period: 

  

			
	 Period
	  	Pre-Closing Unfinanced Capital Expenditures
	Month of April, 2009	  	$24,996
	Month of May, 2009	  	$168,792
	Month of June, 2009	  	$380,851
	Month of July, 2009	  	$16,479
	Month of August, 2009	  	$60,659
	Month of September 2009	  	$124,507
	Month of October, 2009	  	$89,066
	Month of November, 2009	  	$74,647
	Month of December 2009	  	$36,037
	Month of January 2010	  	$68,609
	Month of February 2010	  	$228,542
	Months of March, 2010 and April, 2010	  	Pre-closing Unfinanced Capital Expenditures of Holdings
and its Subsidiaries for each such month shall be
computed on a basis consistent with
the
determination of Pre-Closing Unfinanced Capital
Expenditures for the preceding periods

  

 7 









					
	 	  	drawn amount	  	 
			
		  	 Principal portion of Capital Lease Obligations and Indebtedness secured by purchase money Liens as of date of

measurement
	  	              
			
		  	Second Lien Indebtedness	  	              
			
		  	Earnouts (valued in accordance with GAAP)	  	              
			
		  	Without duplication, all other Funded Indebtedness of Holdings and its Subsidiaries as of date of measurement other than L/C Reimbursement Obligations	  	              
		
	Indebtedness	  	$            
			
	Less:	  	Average of the sum of unrestricted cash and Cash Equivalents of Holdings and its Subsidiaries as of the last day of each month in the twelve month (or shorter period commencing
on the Closing Date) period ended on date of measurement provided such unrestricted cash and Cash Equivalents are maintained in a deposit account of the Credit Parties in which the Applicable Agent has a perfected first priority security interest.
	  	              
			
	(A)	  	Net Indebtedness	  	              
			
	(B)	  	Adjusted EBITDA for the twelve month period ending on the date of measurement (per Part II of Exhibit B)	  	$            
		
	Leverage Ratio ((A)/(B)) (used in the determining if mandatory prepayments are required)	  	              


 

 8 








 EXHIBIT 11.1 (a) 

TO 
 CREDIT
AGREEMENT 
 FORM OF ASSIGNMENT 

This ASSIGNMENT, dated as of the Effective Date, is entered into between
                     (“the Assignor”) and
                     (“the Assignee”). 

The parties hereto hereby agree as follows: 
  

			
	Borrowers:	  	Thermon Industries, Inc., a Texas corporation (the “US Borrower”) and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower” and
together with the US Borrower, the “Borrowers”)
		
	Agents:	  	General Electric Capital Corporation, as administrative agent for the US Lenders and L/C Issuers (in such capacity and together with its successors and permitted assigns, the
“US Agent”) and GE Canada Finance Holding Company, as administrative agent for the Canadian Lenders (in such capacity and together with its successors and permitted assigns, the “Canadian Agent”)
		
	Credit Agreement:	  	Credit Agreement, dated as of April 30, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein without definition are used as defined in the Credit Agreement), among the Borrowers, the other Credit Parties party thereto, the Lenders and L/C Issuers party thereto, US Agent and Canadian Agent.
		
	[Trade Date:	  	            ,         ]
		
	Effective Date:	  	            ,
        1


  

1
 To be filled out by Agents upon entry in the Register. 
  

 1 









							
	 Loan/

Commitment

Assigned2

	  	 Aggregate amount of

Commitments or

principal amount of

Loans for all
Lenders3
	  	 Aggregate amount of

Commitments4 or

principal amount of

Loans
Assigned5
	  	
Percentage Assigned6

				
		  	$            	  	$            	  	    .        %
				
		  	$            	  	$            	  	    .        %
				
		  	$            	  	$            	  	    .        %


[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK] 

 

2
 Fill in the appropriate defined term for the type of Loan and/or Commitment under the Credit Agreement that are being assigned
under this Assignment, (e.g., “[US] [Canadian] Revolving Loan Commitment”) 

3
 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for
informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only. 

4
 In the case of the [US] [Canadian] Revolving Loan Commitment, including [US] [Canadian] Revolving Loans and interests, participations and obligations to participate in Letter of Credit
Obligations and Swing Loans. 

5
 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. The aggregate amounts are inserted for
informational purposes only to help in calculating the percentages assigned which, themselves, are for informational purposes only. 

6
 Set forth, to at least 9 decimals, the Assigned Interest as a percentage of the aggregate Commitment or Loans in the Facility. This percentage is set forth for informational purposes only
and is not intended to be binding. The assignments are based on the amounts assigned not on the percentages listed in this column. 

ASSIGNMENT 
 FOR
THERMON’S CREDIT AGREEMENT 
  

 2 








 Section 1. Assignment. Assignor hereby sells and assigns to Assignee, and
Assignee hereby purchases and assumes from Assignor, Assignor’s rights and obligations in its capacity as Lender under the Credit Agreement (including Liabilities owing to or by Assignor thereunder) and the other Loan Documents, in each case to
the extent related to the amounts identified above (the “Assigned Interest”). 
 Section 2.
Representations, Warranties and Covenants of Assignors. Assignor (a) represents and warrants to Assignee and the Agents that (i) it has full power and authority, and has taken all actions necessary for it, to execute and deliver
this Assignment and to consummate the transactions contemplated hereby and (ii) it is the legal and beneficial owner of its Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims, (b) makes
no other representation or warranty and assumes no responsibility, including with respect to the aggregate amount of the Loans and Commitments, the percentage of the Loans and Commitments represented by the amounts assigned, any statements,
representations and warranties made in or in connection with any Loan Document or any other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any Loan Document or any document or
information provided in connection therewith and the existence, nature or value of any Collateral, (c) assumes no responsibility (and makes no representation or warranty) with respect to the financial condition of any Credit Party or the
performance or nonperformance by any Credit Party of any obligation under any Loan Document or any document provided in connection therewith and (d) attaches any Notes held by it evidencing at least in part the Assigned Interest of such
Assignor (or, if applicable, an affidavit of loss or similar affidavit therefor) and requests that the Agents exchange such Notes for new Notes in accordance with Section 1.2 of the Credit Agreement. 

Section 3. Representations, Warranties and Covenants of Assignees. Assignee (a) represents and warrants to
Assignor and the Agents that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Assignment and to consummate the transactions contemplated hereby, (ii) it is [not] an
Affiliate or an Approved Fund of             , a Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned
Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (b) appoints and authorizes the Agents to take such action as
administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with
their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agents, any L/C Issuer, any Lender or any other Indemnitee
and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and
their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses
set forth 
 ASSIGNMENT 

FOR THERMON’S CREDIT AGREEMENT 

 

 3 








 
beneath its name on the signature pages hereof, (g) shall pay to the Agents an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under
Section 9.9 of the Credit Agreement and (h) to the extent required pursuant to Section 10.2(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a
portfolio interest exemption certificate. 
 Section 4. Determination of Effective Date: Register. Following
the due execution and delivery of this Assignment by Assignor, Assignee and, to the extent required by Section 9.9 of the Credit Agreement, the Borrowers, this Assignment (including its attachments) will be delivered to the Agents for
their acceptance and recording in the Register. The effective date of this Assignment (the “Effective Date”) shall be the later of (i) the acceptance of this Assignment by the Agents and (ii) the recording of this
Assignment in the Register. The Agents shall insert the Effective Date when known in the space provided therefor at the beginning of this Assignment. 

Section 5. Effect. As of the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment, have the rights and obligations of a Lender under the Credit Agreement and (b) Assignor shall, to the extent provided in this Assignment, relinquish its rights (except those surviving the termination of the
Commitments and payment in full of the Obligations) and be released from its obligations under the Loan Documents other than those obligations relating to events and circumstances occurring prior to the Effective Date. 

Section 6. Distribution of Payments. On and after the Effective Date, the Agents shall make all payments under the
Loan Documents in respect of each Assigned Interest (a) in the case of amounts accrued to but excluding the Effective Date, to Assignor and (b) otherwise, to Assignee. 

Section 7. Miscellaneous. (a) The parties hereto, to the extent permitted by law, waive all right to trial by
jury in any action, suit, or proceeding arising out of, in connection with or relating to, this Assignment and any other transaction contemplated hereby. This waiver applies to any action, suit or proceeding whether sounding in tort, contract or
otherwise. 
 (b) On and after the Effective Date, this Assignment shall be binding upon, and inure to the benefit of, the
Assignor, Assignee, the Agents and their Related Persons and their successors and assigns. 
 (c) This Assignment shall be
governed by, and be construed and interpreted in accordance with, the law of the State of Illinois. 
 (d) This Assignment may
be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(e) Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed
signature page of this Assignment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart of this Assignment. 

ASSIGNMENT 
 FOR
THERMON’S CREDIT AGREEMENT 
  

 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	[NAME OF ASSIGNOR]
		 	as Assignor
		
	By:	 	 
		 	 Name:

Title:

	
	[NAME OF ASSIGNEE] 
		 	as Assignee
		
	By:	 	 
		 	 Name:

Title:

	
	Lending Office for Eurodollar Rate Loans:
	
	[Insert Address (including contact name, fax number and e-mail address)]
	
	Lending Office (and address for notices) for any other purpose:
	
	[Insert Address (including contact name, fax number and e-mail address)]



[SIGNATURE PAGE FOR ASSIGNMENT FOR [NAME OF BORROWER]’S CREDIT AGREEMENT] 

 









 ACCEPTED and AGREED 

this      day of             
        : 
 GENERAL ELECTRIC CAPITAL CORPORATION 

as US Agent 
  

			
	By:	 	 
		 	 Name:

Title:

	
	 GE CANADA FINANCE HOLDING COMPANY as Canadian Agent

		
	By:	 	 
		 	 Name:

Title:

	
	[THERMON INDUSTRIES,
INC.]7
		
	By:	 	 
		 	 Name:

Title:

	
	[THERMON CANADA
INC.]7
		
	By:	 	 
		 	 Name:

Title:


  

	7
	 Include only if required pursuant to Section 9.9 of the Credit Agreement. 



[SIGNATURE PAGE FOR ASSIGNMENT FOR [NAME OF BORROWER]’S CREDIT AGREEMENT] 

 









 EXHIBIT 11.1(b) 

BORROWING BASE CERTIFICATE 

THERMON INDUSTRIES, INC., as the US Borrower  

THERMON CANADA INC., as the Canadian Borrower 

Date:             , 20     

This Borrowing Base Certificate (this “Certificate”) is given by Thermon Industries, Inc., a Texas corporation (the
“US Borrower”), and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and
together as the “Borrowers”) pursuant to subsection 4.2(d) of that certain Credit Agreement dated as of April 30, 2010 among the Borrowers, Thermon Holding Corp., a Delaware corporation (“Holdings”), as a
Credit Party, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent (in such capacity, “US Agent”) for the financial institutions from time to time party to the Credit Agreement
described herein with a US Revolving Loan Commitment (the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, a Nova Scotia unlimited liability company, as administrative agent (in such capacity,
“Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment (the “Canadian Lenders”), and the Canadian Lenders (as such
agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

 The officers executing this Certificate on behalf of the US Borrower are Responsible Officers of US Borrower and of Holdings
and as such are duly authorized to execute and deliver this Certificate on behalf of US Borrower. By executing this Certificate, such officers hereby certify to the US Agent, the US Lenders and US L/C Issuers, on behalf of US Borrower, that:

  

	 	(a)	Attached as Exhibit A is a schedule of the Borrowing Base of the US Borrower and its Domestic Subsidiaries (the “US Borrowing Base”) as of the
above date and the calculations made with respect thereto; 

  

	 	(b)	based on such schedule, the US Borrowing Base as of the above date is: 


$            ; and 

 

	 	(c)	based on such schedule and Exhibit B attached hereto, Aggregate Availability (as calculated pursuant to Exhibit C attached hereto) as of the above date is:


 $            . 

 

 1 








 The officers executing this Certificate on behalf of the Canadian Borrower are Responsible
Officers of Canadian Borrower and of Holdings and as such are duly authorized to execute and deliver this Certificate on behalf of Canadian Borrower. By executing this Certificate, such officers hereby certify to the Canadian Agent, the Canadian
Lenders and Canadian L/C Issuers, on behalf of Canadian Borrower, that: 
  

	 	(a)	Attached as Exhibit B is a schedule of the Borrowing Base of the Canadian Borrower and its Canadian Subsidiaries (the “Canadian Borrowing
Base”) as of the above date and the calculations made with respect thereto; and 

  

	 	(b)	based on such schedule, the Canadian Borrowing Base as of the above date is: 


$            . 

 

 2 








 IN WITNESS WHEREOF, Holdings has caused this Certificate to be executed by one of its
Responsible Officers for purposes of delivering the US Borrowing Base and the Canadian Borrowing Base and for making the representations and warranties set forth herein this      day of
        , 20    . 
  

			
	THERMON HOLDING CORP., a Delaware corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 IN
WITNESS WHEREOF, the US Borrower has caused this Certificate to be executed by one of its Responsible Officers solely for purposes of delivering the US Borrowing Base and for making the representations and warranties set forth herein with respect to
the US Borrowing Base this      day of          , 20    . 

 

			
	THERMON INDUSTRIES, INC., a Texas corporation, as the US Borrower
		
	By:	 	  

	Name:	 	  

	 Title:
	 	  



 IN
WITNESS WHEREOF, the Canadian Borrower has caused this Certificate to be executed by one of its Responsible Officers solely for purposes of delivering the Canadian Borrowing Base and for making the representations and warranties set forth herein
with respect to the Canadian Borrowing Base this      day of          , 20    . 

 

			
	THERMON CANADA INC., a Nova Scotia company, as the Canadian Borrower
		
	By:	 	  

	Name:	 	  

	 Title:
	 	  



  

 3 








 EXHIBIT A TO EXHIBIT 11.1(b) 

BORROWING BASE CERTIFICATE 

US BORROWING BASE 
  

					
	Accounts of the US Borrower. Accounts means on any date of determination, all “accounts” (as such term is defined in the UCC) of US Borrower and its
Domestic Subsidiaries, including, without limitation, the unpaid portion the obligations of a customer of the US Borrower or one of its Domestic Subsidiaries in respect of Inventory purchased by and shipped to such customer and/or the rendition of
services by the US Borrower or such Domestic Subsidiary, as stated on the invoice of the US Borrower or such Domestic Subsidiary, net of any credits, rebates or offsets owed to such customer.	    	 $               

 

		
	Less Ineligible Accounts:	    	
			
	 (a)
	    	Accounts that are unpaid more than one hundred twenty (120) days after the invoice date	    	 _______

			
	 (b)
	    	Accounts that are owed by an Account Debtor who is obligated on Accounts owed to the US Borrower, the Canadian Borrower and their respective Subsidiaries more than fifty percent
(50%) of the aggregate unpaid balance of which have been unpaid for longer than the relevant period specified in clause (a) above, excluding, for purposes of computing such fifty percent (50%), such portion of such Account retained or withheld by
such Account Debtor pursuant to and in accordance with the contractual arrangements existing between such Account Debtor and such Credit Party or Subsidiary, unless the US Agent has approved the continued eligibility thereof	    	 _______
  

			
	 (c)
	    	Accounts that do not arise out of the sale by a US Borrower or one of its Domestic Subsidiaries of finished goods Inventory and/or the rendition by the US Borrower or one of its
Domestic Subsidiaries of services to an Account Debtor located within the United States of America or Canada, or, if located outside of the United States of America or Canada, if such Accounts are not backed by a letter of credit issued or confirmed
by either (i) a bank which is organized under the laws of the United States of America or a state thereof and which has capital, surplus and undivided profits in excess of $250,000,000, or (ii) an office located in the	    	

  

 4 









					
			
		    	United States of America of a foreign bank, which bank has been approved in advance by the US Agent in its sole discretion and which letter of credit has been delivered to the US
Agent as Collateral	    	 _______    
  

			
	 (d)
	    	Accounts where the Account Debtor is (i) an Affiliate of the US Borrower or the Canadian Borrower, (ii) a director, officer or employee of the US Borrower, the Canadian Borrower
or an Affiliate of a Borrower, (iii) the United States of America or any department, agency or instrumentality thereof unless the US Borrower or its Domestic Subsidiary shall have complied with the Federal Assignment of Claims Act of 1940, as
amended, to the satisfaction of the US Agent, (iv) a debtor under any proceeding under the Bankruptcy Code, any Insolvency Laws or any other comparable bankruptcy or insolvency law applicable under the law of any other country or political
subdivision thereof, or (v) an assignor for the benefit of creditors	    	 _______    
  

			
	 (e)
	    	Accounts that are either (i) not subject to a first priority perfected Lien in favor of the US Agent for the benefit of the US Agent and the US Lenders, or (ii) without
duplication, subject to any Lien other than Permitted Liens of the type described in subsections 5.1(c), (d), (e), (f) and (r) of the Credit Agreement	    	 _______    
  

			
	(f)	    	Accounts with respect to which there is an unresolved dispute (but only to the extent of the disputed amount)	    	 _______    
  

			
	 (g)
	    	Accounts to the extent (and only to the extent of such excess) that including such Accounts as eligible Accounts would cause the total eligible Accounts owing to the Canadian
Borrower, the US Borrower or any of their respective Subsidiaries from the Account Debtors obligated thereon or their Affiliates to exceed thirty percent (30%) of all eligible Accounts under the US Borrowing Base and the Canadian Borrowing
Base	    	 _______    
  

			
	 (h)
	    	Accounts that arise from a sale to an Account Debtor on a bill-and-hold guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis or
with respect to which the obligations of the applicable Account Debtor thereon are contingent upon any further performance or delivery to be made by the US Borrower, the Canadian Borrower or one of their respective Subsidiaries	    	 _______    

 


  

 5 









					
			
	 (i)
	    	Accounts that are not payable in United States Dollars	    	_________
		
	Advance Rate	    	85%            
		
	US Accounts Availability	    	$                  


  

 6 









					
	Inventory of the US Borrower. Inventory means, on any date of determination, all of the “inventory” (as such term is defined in the UCC) of US Borrower
and its Domestic Subsidiaries that is in the possession of the US Borrower or one of its Domestic Subsidiaries and is located within the United States of America, including, but not limited to all raw material Inventory, work-in-process Inventory
and finished goods Inventory, and as to which the US Borrower or such Domestic Subsidiary has title, valued at the lower of cost (on a FIFO basis) or market	    	$                   
		
	Less Ineligible Inventory:	    	
			
	 (a)
	    	Inventory that is either not subject to a perfected first priority Lien in favor of the US Agent for the benefit of the US Agent (including rights of a surety that has issued a
bond to assure such Borrower’s or Domestic Subsidiaries’ performance with respect to such Inventory) and the US Lenders, or, without duplication, which is subject to any Lien other than Permitted Liens of the type described in subsections
5.1(c), (d), (e), (f) and (r) of the Credit Agreement	    	 _________
  

			
	 (b)
	    	Inventory which has been acquired by the US Borrower or one of its Domestic Subsidiaries on consignment or has been placed out on consignment by the US Borrower or one of its
Domestic Subsidiaries	    	 _________
  

			
	 (c)
	    	Inventory which is obsolete, or which is not of good and merchantable quality, or which is not free from any defects which might adversely affect the market value
thereof	    	 _________
  

			
	 (d)
	    	Inventory produced in violation of the Fair Labor Standards Act and subject to the so-called “hot goods” provision contained in Title § 29 U.S.C.
215(a)(l)	    	 _________
  

			
	 (e)
	    	Inventory subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party for
the sale or disposition of that Inventory (which consent has not been obtained) or the payment of any monies to any third party upon such sale or other disposition (to the extent of such monies)	    	 _________

 


  

 7 









					
	 (f)
	    	Inventory which consists of tooling or replacement parts	    	 _________
  

			
	 (g)
	    	Inventory located at any site if the aggregate book value of all Inventory located at such site is less than $100,000	    	 _________
  

			
	 (h)
	    	Inventory of the US Borrower or one of its Domestic Subsidiaries (other than “US In Transit Inventory” (as defined below) the aggregate fair market value of which shall
not exceed, together with the aggregate fair market value of Canadian In Transit Inventory (as defined in Exhibit B), shall not exceed $2,000,000 at any time) that (i) is located on premises owned by the US Borrower or one of its Domestic
Subsidiaries, which, in any case, is not subject to first priority perfected mortgage Lien in favor of the US Agent or (ii) is stored at a leased location unless a reasonably satisfactory landlord’s waiver has been delivered to US Agent or
Reserves equal to three months’ rent (based upon base rent and the US Borrower’s or such Domestic Subsidiary’s pro rata share of operating costs, utilities and taxes payable by the US Borrower or such Domestic Subsidiary under the
lease, but excluding any supplemental rent or other costs, expenses or amounts or any indemnities payable thereunder, upon default or otherwise) have been established with respect thereto, in either case, prior to the date of determination, or (iii)
is stored with a bailee or warehouseman unless a reasonably satisfactory, acknowledged bailee letter has been received by the US Agent or Reserves reasonably satisfactory to US Agent have been established with respect thereto, in either case, prior
to the date of determination or (iv) is located at an owned location subject to a mortgage in favor of a Person other than US Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to US
Agent1	    	 _________
  

		
	Advance Rate	    	60%            
	 US Inventory Availability
	    	$                  


 
  

	1	For purposes hereof, “US In Transit Inventory” means Inventory in transit from (i) a Canadian Credit Party to a US Credit Party or (ii) a US Credit
Party to another US Credit Party. 

  

 8 









					
	Equipment of the US Borrower. The Net Orderly Liquidation Value (as defined herein) of Equipment owned by, and in the possession of the US Borrower or its
Domestic Subsidiaries that is located in the United States of America or Canada and is reflected as equipment on the US Borrower’s or such Domestic Subsidiary’s balance sheet (as of the date above), solely to the extent that (x) the US
Agent has received an appraisal in form and substance reasonably acceptable to the US Agent by an independent appraiser reasonably acceptable to the US Agent and (y) following such independent appraisal thereof, the US Agent has assigned a Net
Orderly Liquidation Value	    	_________
		
	Less Ineligible Equipment:	    	
			
	 (a)
	    	Equipment of the US Borrower or one of its Domestic Subsidiaries that is not owned by the US Borrower or its Domestic Subsidiaries free and clear of all Liens and rights of any
other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Borrower’s or such Domestic Subsidiary’s performance with respect to that Equipment), except
the Liens in favor of the US Agent for the benefit of the US Agent and the US Lenders and Permitted Liens of the type described in subsections 5.1(c), (d), (e), (f) and (r) of the Credit Agreement	    	_________
			
	 (b)
	    	Equipment of the US Borrower or one of its Domestic Subsidiaries that (i) is located on premises owned by the US Borrower or one of its Domestic Subsidiaries, which, in any case,
is not subject to first priority perfected mortgage Lien in favor of the US Agent or (ii) is stored at a leased location, unless the US Agent has given its prior consent thereto and unless (x) a reasonably satisfactory landlord’s waiver has
been delivered to US Agent prior to the date of determination, or (y) Reserves equal to three months’ rent (based upon base rent and the US Borrower’s or such Domestic Subsidiary’s pro rata share of operating costs, utilities and
taxes payable by the US Borrower or such Domestic Subsidiary under the lease, but excluding any supplemental rent or other costs, expenses or amounts or any indemnities payable thereunder, upon default or otherwise) have been established with
respect thereto, in either case, prior to the date of determination or (iii) is stored with a bailee	    	

  

 9 









					
		    	or warehouseman unless a reasonably satisfactory, acknowledged bailee letter has been received by the US Agent or Reserves reasonably satisfactory to US Agent have been
established with respect thereto, in either case, prior to the date of determination or (iv) is located at an owned location subject to a mortgage in favor of a lender other than US Agent, unless a reasonably satisfactory mortgagee waiver has been
delivered to Agent, or (v) is located at any site if the aggregate book value of Equipment, at any such location is less than $1,000,000	    	 _________
  

			
	 (c)
	    	(i) Equipment of the US Borrower or one of its Subsidiaries that is covered by a certificate of title unless the interest of the US Agent has been noted on such certificate of
title, free and clear of all Liens except those in favor of the US Agent for the benefit of the US Agent and the US Lenders or (ii) Equipment of the US Borrower or one of its Subsidiaries that is not covered by a certificate of title noting the
interest of the US Agent, but where such certificate has been submitted to the appropriate state motor vehicle filing office	    	 _________
  

			
	 (d)
	    	Equipment of the US Borrower or one of its Domestic Subsidiaries that is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale or use	    	 _________
  

			
	 (e)
	    	Equipment of the US Borrower or one of its Domestic Subsidiaries that is not subject to a first priority lien in favor of the US Agent for the benefit of the US Agent and the US
Lenders	    	 _________
  

			
	 (f) 
	    	 Equipment of the US Borrower or one of its Domestic Subsidiaries that consists of Hazardous Materials or goods that can be
transported or sold only with licenses that are not readily available
	    	 _________
  

			
	 (g)
	    	Equipment of the US Borrower or one of its Domestic Subsidiaries not covered by casualty insurance reasonably acceptable to the US Agent	    	 _________

		
	 US Eligible Equipment Sub Total
	    	_________
		
	 Less: The aggregate amount of depreciation booked by the US 10
	    	

  

 10 









					
	 Borrower against the appraised Equipment that is included in US Eligible Equipment Sub Total since the date of the most recent appraisal
of such Equipment received by the US Agent that satisfies the appraisal requirements set forth above
	    	_________
		
	 US Eligible Equipment
	    	_________
		
	 Advance Rate
	    	85% of the Net Orderly Liquidation Value of US Eligible Equipment        
		
	 US Equipment Availability
	    	$                   


For purposes of this Borrowing Base Certificate, “Net Orderly Liquidation Value” shall mean, at any time, as to any Equipment owned by US
Borrower or a Domestic Subsidiary of US Borrower, the appraised orderly liquidation value determined most recently at or prior to such time in writing by an independent appraiser reasonably acceptable to the Agents. 

 

 11 









					
	Owned Real Property of the US Borrower. Owned Real Estate, and improvements thereon, of the US Borrower and its Domestic Subsidiaries, valued at the fair market
value of such owned Real Estate, solely to the extent that, the US Agent has received an appraisal in form and substance reasonably acceptable to the US Agent by an independent appraiser reasonably acceptable to the US Agent	    	 _________
  

		
	Less Ineligible Owned Real Estate:	    	
			
	 (a)
	    	Real Estate of the US Borrower or its Domestic Subsidiaries that is not owned by the US Borrower or such Domestic Subsidiaries free and clear of all Liens and rights of any other
Person, except (i) the Liens in favor of the US Agent for the benefit of the US Agent and the US Lenders, and (ii) Permitted Liens of the type described in subsections 5.1(c), (d), (e), (f), (g) and (r) of the Credit Agreement	    	 _________
  

			
	 (b)
	    	Real Estate of the US Borrower or its Domestic Subsidiaries as to which the US Agent has not received a loan policy of title insurance in favor of the US Agent and in form and
amount, and issued by a title insurance company, reasonably satisfactory to the US Agent, together with such endorsements thereto as the US Agent shall require, in its reasonable discretion (provided such endorsements are available in the
jurisdiction where such Real Estate is located)	    	 _________
  

			
	 (c)
	    	Real Estate of the US Borrower or its Domestic Subsidiaries as to which the US Agent has not received an environmental report satisfactory to the US Agent, in its sole discretion
	    	 _________
  

			
	 (d)
	    	Real Estate of the US Borrower or its Domestic Subsidiaries that is not subject to a first priority Lien in favor of the US Agent, subject only to Liens for real estate taxes not
yet due and payable which, by operation of law, have priority over the Liens of the US Agent	    	 _________
  

			
	 (e)
	    	Real Estate of the US Borrower or its Domestic Subsidiaries that is not covered by casualty insurance reasonably acceptable to the US Agent	    	

  

 12 









					
	US Eligible Owned Real Estate Sub Total	    	___________        
			
	Less:	 	The aggregate amount of depreciation booked by the US Borrower against the appraised Real Estate that is included in US Eligible Owned Real Estate Sub Total since the date of the
most recent appraisal of such Real Estate received by the US Agent that satisfies the appraisal requirements set forth above	    	 _________

		
	Eligible US Owned Real Estate	    	$                       
		
	Advance Rate	 	50% of Eligible US Owned Real Estate        
		
	US Owned Real Estate Availability	    	$                       
		
	US Borrowing Base Calculation:	    	
		
	US Owned Real Estate Availability	    	$                       
			
	Plus:	 	US Accounts Availability	    	$                       
		 	US Inventory Availability	    	$                       
		 	US Equipment Availability	    	$                       
		
	US Borrowing Base:	    	$                        
2

  

	2	Notwithstanding anything to the contrary set forth herein, in no event shall the sum of (i) US Owned Real Estate Availability, (ii) US Equipment Availability,
(iii) Canadian Owned Real Estate Availability and (iv) Canadian Equipment Availability exceed twenty-five percent (25%) of the sum of (y) the US Borrowing Base and (z) the Canadian Borrowing Base. 


 

 13 








 EXHIBIT B TO EXHIBIT ll.l(b) 

BORROWING BASE CERTIFICATE 

CANADIAN BORROWING BASE 
  

					
	Accounts of the Canadian Borrower. Accounts means on any date of determination, all “accounts” (as such term is defined in the PPSA) of Canadian
Borrower and its Canadian Subsidiaries, including, without limitation, the unpaid portion the obligations of a customer of the Canadian Borrower or one of its Canadian Subsidiaries in respect of Inventory purchased by and shipped to such customer
and/or the rendition of services by the Canadian Borrower or such Canadian Subsidiary, as stated on the invoice of the Canadian Borrower or such Canadian Subsidiary, net of any credits, rebates or offsets owed to such customer.	    	$                   
		
	Less Ineligible Accounts:	    	
			
	 (a)
	    	Accounts that are unpaid more than one hundred twenty (120) days after the invoice date	    	_________
			
	 (b)
	    	Accounts that are owed by an Account Debtor who is obligated on Accounts owed to the US Borrower, the Canadian Borrower and their respective Subsidiaries more than fifty percent
(50%) of the aggregate unpaid balance of which have been unpaid for longer than the relevant period specified in clause (a) above, excluding, for purposes of computing such fifty percent (50%), such portion of such Account retained or withheld by
such Account Debtor pursuant to and in accordance with the contractual arrangements existing between such Account Debtor and such Credit Party or Subsidiary, unless the Canadian Agent has approved the continued eligibility thereof	    	_________
			
	 (c)
	    	Accounts that do not arise out of the sale by the Canadian Borrower or one of its Canadian Subsidiaries of finished goods Inventory and/or the rendition by the Canadian Borrower
or one of its Canadian Subsidiaries of services to an Account Debtor located within the United States of America or Canada, or, if located outside of the United States of America or Canada, if such Accounts are not backed by (i) a letter of credit
issued or confirmed by either (x) a bank which is organized under the laws of Canada and which has capital, surplus and undivided profits in excess of	    	

  

 14 









					
		    	$250,000,000, or (y) an office located in the Canada of a foreign bank, which bank has been approved in advance by the Canadian Agent in its sole discretion and which letter of
credit has been delivered to the Canadian Agent as Collateral or (ii) insurance satisfactory to the Canadian Agent in its sole discretion that names the Canadian Agent as a named insured	    	_________
			
	 (d)
	    	Accounts where the Account Debtor is (i) an Affiliate of the US Borrower or the Canadian Borrower, (ii) a director, officer or employee of the US Borrower, the Canadian Borrower
or an Affiliate of a Borrower, (iii) the Canadian government or a political subdivision thereof or any province or territory, or any municipality or department, agency or instrumentality thereof unless the Canadian Borrower or its Canadian
Subsidiary shall have complied with the Financial Administration Act (Canada) or any applicable provincial, territorial, county or municipal law restricting the assignment thereof with respect to such obligation, to the satisfaction of the Canadian
Agent, (iv) a debtor under any proceeding under the Bankruptcy Code, any Insolvency Laws or any other comparable bankruptcy or insolvency law applicable under the law of any other country or political subdivision thereof, or (v) an assignor for the
benefit of creditors	    	_________
			
	 (e)
	    	Accounts that are either (i) not subject to a first priority perfected Lien in favor of the Canadian Agent for the benefit of the Canadian Agent and the Canadian Lenders, or (ii)
without duplication, subject to any Lien other than Permitted Liens of the type described in subsections 5.1(c), (d), (e), (f) and (r) of the Credit Agreement	    	_________
			
	 (f)
	    	Accounts with respect to which there is an unresolved dispute (but only to the extent of the disputed amount)	    	_________
			
	 (g)
	    	Accounts to the extent (and only to the extent of such excess) that including such Accounts as eligible Accounts would cause the total eligible Accounts owing to the Canadian
Borrower, the US Borrower or any of their respective Subsidiaries from the Account Debtors obligated thereon or their Affiliates to exceed thirty percent (30%) of all eligible Accounts under the US Borrowing Base and the Canadian Borrowing
Base	    	_________

  

 15 









					
	 (h)
	    	Accounts that arise from a sale to an Account Debtor on a bill-and-hold guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis or
with respect to which the obligations of the applicable Account Debtor thereon are contingent upon any further performance or delivery to be made by the US Borrower, the Canadian Borrower or one of their respective Subsidiaries	    	 _________
  

			
	 (i)
	    	 Accounts that are not payable in Canadian Dollars or

United States Dollars
	    	 _________
  

		
	 Advance Rate 
	    	85%
		
	 Canadian Accounts Availability
	    	$                   


  

 16 









					
	Inventory of the Canadian Borrower. Inventory means, on any date of determination, all of the “inventory” (as such term is defined in the PPSA) of
Canadian Borrower and its Canadian Subsidiaries that is in the possession of the Canadian Borrower or one of its Canadian Subsidiaries and is located within Canada, including, but not limited to all raw material Inventory, work-in-process Inventory
and finished goods Inventory, and as to which the Canadian Borrower or such Canadian Subsidiary has title, valued at the lower of cost (on a FIFO basis) or market	    	$            
		
	 Less Ineligible Inventory:
	    	
			
	 (a)
	    	Inventory that is either not subject to a perfected first priority Lien in favor of the Canadian Agent for the benefit of the Canadian Agent (including rights of a surety that
has issued a bond to assure such Borrower’s or its Subsidiaries’ performance with respect to such Inventory) and the Canadian Lenders, or which is subject to any Lien other than Permitted Liens of the type described in subsections 5.1(c),
(d), (e), (f) and (r) of the Credit Agreement	    	              
			
	 (b)
	    	Inventory which has been acquired by the Canadian Borrower or one of its Canadian Subsidiaries on consignment or has been placed out on consignment by the Canadian Borrower or
one of its Canadian Subsidiaries	    	              
			
	 (c)
	    	Inventory which is obsolete, or which is not of good and merchantable quality, or which is not free from any defects which might adversely affect the market value
thereof	    	              
			
	 (d)
	    	Inventory produced in violation of the Fair Labor Standards Act and subject to the so-called “hot goods” provision contained in Title § 29 U.S.C. 215(a)(l) or any
other comparable law applicable under the laws of Canada or any province or territory thereof or political subdivision thereof	    	              
			
	 (e)
	    	Inventory subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party for
the sale or disposition of that	    	              


 

 17 









					
		    	Inventory (which consent has not been obtained) or the payment of any monies to any third party upon such sale or other disposition (to the extent of such monies)	    	_________
			
	 (f)
	    	Inventory which consists of tooling or replacement parts	    	_________
			
	 (g)
	    	Inventory located at any site if the aggregate book value of all Inventory located at such site is less than the US Dollar Equivalent of $100,000	    	_________
			
	 (h)
	    	Inventory of the Canadian Borrower or one of its Canadian Subsidiaries (other than “Canadian In Transit Inventory” (as defined below) the aggregate fair market value of
which shall not exceed, together with the aggregate fair market value of US In Transit Inventory, shall not exceed $2,000,000 at any time) that (i) is located on premises owned by the Canadian Borrower, one of its Canadian Subsidiaries or a US
Credit Party, which, in any case, is not subject to first priority perfected mortgage Lien in favor of the Applicable Agent or (ii) is stored as a leased location unless a reasonably satisfactory landlord’s waiver has been delivered to US Agent
prior to the date of determination or Reserves equal to three months’ rent (based upon base rent and the Canadian Borrower’s or such Canadian Subsidiary’s pro rata share of operating costs, utilities and taxes payable by the Canadian
Borrower or such Canadian Subsidiary under the lease, but excluding any supplemental rent or other costs, expenses or amounts or any indemnities payable thereunder, upon default or otherwise) have been established with respect thereto prior to the
date of determination, or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory, acknowledged bailee letter has been received by the US Agent and Reserves reasonably satisfactory to US Agent have been established with
respect thereto prior to the date of determination, or (iv) is located at an owned location subject to a mortgage in favor of a Person other than Canadian Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to US
Agent3	    	 _________
  



 

	3	For purposes hereof, “Canadian In Transit Inventory” means Inventory in transit from (i) a US Credit Party to a Canadian Credit Party or (ii) a
Canadian Credit Party to another Canadian Credit Party. 

  

 18 









					
	Advance Rate	    	60%
		
	Canadian Inventory Availability	    	$                   


  

 19 









					
	Equipment of the Canadian Borrower. The Net Orderly Liquidation value (as defined herein) of Equipment owned by, and in the possession of the Canadian Borrower or
its Canadian Subsidiaries, that is located in Canada or the United States of America and is reflected as equipment on the Canadian Borrower’s or such Canadian Subsidiary’s balance sheet (as of the date above), solely to the extent, (x) the
Canadian Agent has received an appraisal in form and substance reasonably acceptable to the Canadian Agent by an independent appraiser reasonably acceptable to the Canadian Agent and (y) following such independent appraisal thereof, the Canadian
Agent has assigned a Net Orderly Liquidation Value	    	 _________
  

		
	Less Ineligible Equipment:	    	
			
	 (a)
	    	Equipment of the Canadian Borrower or one of its Canadian Subsidiaries that is not owned by the Canadian Borrower or its Canadian Subsidiaries free and clear of all Liens and
rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Canadian Borrower’s or such Canadian Subsidiary’s performance with respect to
that Equipment), except the Liens in favor of the Canadian Agent for the benefit of the Canadian Agent and the Canadian Lenders and Permitted Liens of the type described in subsections 5.1(c), (d), (e), (f) and (r) of the Credit
Agreement	    	 _________
  

			
	 (b)
	    	Equipment of the Canadian Borrower or one of its Canadian Subsidiaries that (i) is located on premises owned by the Canadian Borrower, one of its Canadian Subsidiaries or a US
Credit Party, which, in any case, is not subject to first priority perfected mortgage Lien in favor of the Applicable Agent or (ii) is stored at a leased location, unless the Canadian Agent has given its prior consent thereto and unless (x) a
reasonably satisfactory landlord’s waiver has been delivered to Canadian Agent prior to the date of determination, or (y) Reserves equal to three months’ rent (based upon base rent and the Canadian Borrower’s or such Canadian
Subsidiary’s pro rata share of operating costs, utilities and taxes payable by the Canadian Borrower or such Canadian Subsidiary under the lease, but excluding any supplemental rent or other costs, expenses or amounts or any indemnities payable
thereunder, upon default or otherwise) have	    	

  

 20 









					
		    	been established with respect thereto, prior to the date of determination or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory, acknowledged bailee
letter has been received by the Canadian Agent and Reserves reasonably satisfactory to Canadian Agent have been established with respect thereto, or (iv) is located at an owned location subject to a mortgage in favor of a lender other than Canadian
Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, or (v) is located at any site if the aggregate book value of Equipment, at any such location is less than the US Dollar Equivalent of $1,000,000	    	 _________
  

			
	 (c)
	    	Equipment of the Canadian Borrower or one of its Canadian Subsidiaries that is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale or use	    	 _________
  

			
	 (d)
	    	Equipment of the Canadian Borrower or one of its Canadian Subsidiaries that is not subject to a first priority lien in favor of the Canadian Agent for the benefit of the Canadian
Agent and the Canadian Lenders	    	 _________
  

			
	 (e)
	    	Equipment of the Canadian Borrower or one of its Canadian Subsidiaries that consists of Hazardous Materials or goods that can be transported or sold only with licenses that are
not readily available	    	 _________
  

			
	 (f)
	    	Equipment of the Canadian Borrower or one of its Canadian Subsidiaries not covered by casualty insurance reasonably acceptable to the Canadian Agent	    	 _________
  

		
	Canadian Eligible Equipment Sub Total 	    	$                   


  

					
	Less:	 	The aggregate amount of depreciation booked by the Canadian Borrower against the appraised Equipment that is included in Canadian Eligible Equipment Sub Total since the date of
the most recent appraisal of such Equipment received by the Canadian Agent that satisfies the appraisal requirements set forth above	    	  _________
		
	 Canadian Eligible Equipment
	    	$                   


  

 21 









					
	Advance Rate	 	85% of the Net Orderly Liquidation Value of Canadian Eligible Equipment        
		
	Canadian Equipment Availability	    	$                   


  

 22 









					
		
	Owned Real Property of the Canadian Borrower. Owned Real Estate, and improvements thereon, of the Canadian Borrower and its Canadian Subsidiaries, valued at the
fair market value of such owned Real Estate, solely to the extent, the Canadian Agent has received an appraisal in form and substance reasonably acceptable to the Canadian Agent by an independent appraiser reasonably acceptable to the Canadian Agent
	    	 _________
  

		
	 Less Ineligible Owned Real Estate:
	    	
			
	 (a)
	    	Real Estate of the Canadian Borrower or its Canadian Subsidiaries that is not owned by the Canadian Borrower or such Canadian Subsidiaries free and clear of all Liens and rights
of any other Person, except (i) the Liens in favor of the Canadian Agent for the benefit of the Canadian Agent and the Canadian Lenders and (ii) Permitted Liens of the type described in subsections 5.1(c), (d), (e), (f), (g) , (r) and (z) of the
Credit Agreement	    	 _________
  

			
	 (b)
	    	Real Estate of the Canadian Borrower or its Canadian Subsidiaries as to which the Canadian Agent has not received either (i) a loan policy of title insurance in favor of the
Canadian Agent and in form and amount, and issued by a title insurance company, reasonably satisfactory to the Canadian Agent, together with such endorsements thereto as the Canadian Agent shall require, in its reasonable discretion (provided such
endorsements are available in the jurisdiction where such Real Estate is located) or (ii) a legal opinion as to title in form and substance satisfactory to the Canadian Agent in its reasonable discretion	    	 _________
  

			
	 (c)
	    	Real Estate of the Canadian Borrower or its Canadian Subsidiaries as to which the Canadian Agent has not received an environmental report satisfactory to the Canadian Agent, in
its sole discretion	    	 _________
  

			
	 (d)
	    	Real Estate of the Canadian Borrower or its Canadian Subsidiaries that is not subject to a first priority Lien in favor of the Canadian Agent, subject only to Liens for real
estate taxes not yet due and payable which, by operation of law, have priority over the Liens of the Canadian Agent	    	_________

  










					
			
	 (e)
	    	Real Estate of the Canadian Borrower or its Canadian Subsidiaries that is not covered by casualty insurance reasonably acceptable to the Canadian Agent	    	
		
	Canadian Eligible Owned Real Estate Sub Total	    	_________

  

					
			
	Less:  	 	The aggregate amount of depreciation booked by the Canadian Borrower against the appraised Real Estate that is included in Canadian Eligible Owned Real Estate Sub Total since the
date of the most recent appraisal of such Real Estate received by the Canadian Agent that satisfies the appraisal requirements set forth above	    	_________
		
	Eligible Canadian Owned Real Estate	    	$                   


  

					
		
	Advance Rate	 	50% of Eligible Canadian Owned Real Estate        
		
	Canadian Owned Real Estate Availability	    	$                   
		
	Canadian Borrowing Base Calculation:	    	
		
	Canadian Owned Real Estate Availability	    	$                   


  

					
			
	Plus:	 	Canadian Accounts Availability	    	$                   
		 	Canadian Inventory Availability	    	$                   
		 	Canadian Equipment Availability	    	$                   
		
	Canadian Borrowing Base:	    	$                 4


 

	4	Notwithstanding anything to the contrary set forth herein, in no event shall the sum of (i) US Owned Real Estate Availability, (ii) US Equipment Availability,
(iii) Canadian Owned Real Estate Availability and (iv) Canadian Equipment Availability exceed twenty-five percent (25%) of the sum of (y) the US Borrowing Base and (z) the Canadian Borrowing Base 


 









 EXHIBIT C TO EXHIBIT 11.1(b) 

BORROWING BASE CERTIFICATE 

AGGREGATE AVAILABILITY 
  

							
	Aggregate Availability means the amount by which (2) exceeds (4) computed below:
				
	(1)	  	(a)	  	the Aggregate US Revolving Loan Commitment	  	$            
				
		  	(b)	  	the US Borrowing Base (in US Dollar Equivalent)	  	              
				
		  	(c)	  	the Canadian Borrowing Base (in US Dollar Equivalent)	  	              
				
		  	(d)	  	the “Borrowing Bases” ((l)(b) plus (l)(c))	  	$            
			
	(2)	  	 The lesser of (l)(a) and (l)(d)
	  	$            
			
	(3)	  	 the US Dollar Equivalent of:
	  	
				
		  	(a)	  	the aggregate outstanding principal of all Loans	  	$            
				
		  	(b)	  	the aggregate amount of all Letter of Credit Obligations	  	$            
				
		  	(c)	  	aggregate Reserves as established by the Agents	  	$            
			
	(4)	  	 The sum of (3)(a), (3)(b) and (3)(c)
	  	$            
			
	(5)	  	 Aggregate Availability (the amount by which (2) exceeds (4))
	  	$            








 EXHIBIT ll.l(c) 

TO 
 CREDIT
AGREEMENT 
 FORM OF NOTICE OF BORROWING 

GENERAL ELECTRIC CAPITAL CORPORATION, 
 as US
Agent under the Credit Agreement referred to below 
 500 West Monroe Street 

Chicago, Illinois 60661 
 Attn: Portfolio
Manager–Thermon 
 [GE CANADA FINANCE HOLDING COMPANY, 

as Canadian Agent under the Credit Agreement referred to below 
  

			
	____________________                        
                        	  	 
	____________________                        
                        	  	 
	Attn:                        ]	  	 
		  	                    ,     
   

 Attention: 

Re: Thermon Industries, Inc., a Texas corporation (the “US Borrower”) and Thermon Canada Inc., a Nova Scotia company
(the “Canadian Borrower” and together with the US Borrower, the “Borrowers”) 
 Reference is
made to the Credit Agreement, dated as of April 30, 2010 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the other Credit Parties party
thereto, the Lenders and L/C Issuers party thereto, General Electric Capital Corporation, as administrative agent for the US Lenders and US L/C Issuers (in such capacity, the “US Agent”) and GE Canada Finance Holding Company as
administrative agent for the Canadian Lenders and Canadian L/C Issuers (in such capacity, the “Canadian Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement. 

The US [Canadian] Borrower hereby gives you irrevocable (subject to Section 10.5 of the Credit Agreement) notice, pursuant to
Section 1.5 of the Credit Agreement of its request of a Borrowing (the “Proposed Borrowing”) under the Credit Agreement and, in that connection, sets forth the following information: 

A. The date of the Proposed Borrowing is
            ,         (the “Funding Date”). 

B. The aggregate principal amount of requested [US] [Canadian] Revolving Loans is
[CDN]$            , of which [CDN]$             consists of [Base Rate Loans] [Canadian Prime Rate Loans] and
[CDN]$             consists of [LIBOR Rate Loans] [BA Rate Loans] having [an initial Interest Period] [an initial BA Period] of      months. 

[SIGNATURE PAGE TO NOTICE OF BORROWING DATED
                ,         







 The undersigned hereby certifies that, except as set forth on Schedule A attached
hereto, the following statements are true on the date hereof and will be true on the Funding Date, both before and after giving effect to the Proposed Borrowing and any other Loan to be made or Letter of Credit to be Issued on or before the Funding
Date: 
 (i) the representations and warranties set forth in Article III of the Credit Agreement and
elsewhere in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties were true and correct as of such date; 
 (ii) no Default or Event
of Default has occurred and is continuing; and 
 (iii) the US Dollar Equivalent of the aggregate outstanding
amount of Revolving Loans does not exceed the Maximum Revolving Loan Balance and the aggregate outstanding amount of the US Revolving Loans does not exceed the Maximum US Revolving Loan Balance or the US Dollar Equivalent of the aggregate
outstanding amount of Canadian Revolving Loans does not exceed the Maximum Canadian Revolving Loan Balances, as applicable. 
  

			
	 [THERMON INDUSTRIES, INC., a Texas corporation]

	
	 [THERMON CANADA INC., a Nova Scotia company]

		
	 By:
	 	  

		 	 Name:

		 	 Title:




[SIGNATURE PAGE TO NOTICE OF BORROWING DATED             
    ,        ] 







 EXHIBIT ll.l(d) 

TO 
 CREDIT
AGREEMENT 
 FORM OF [US] [CANADIAN] REVOLVING LOAN NOTE 

 

			
	 Lender: [NAME OF LENDER]
	  	Chicago, Illinois [             , Canada]
	 Principal Amount: $            
	  	            ,20    


FOR VALUE RECEIVED, the undersigned, [Thermon Industries, Inc., a Texas corporation] [Thermon Canada Inc., a Nova Scotia company] (the
“Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all [US] [Canadian] Revolving Loans (as
defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement. 

The Borrower promises to pay interest on the unpaid principal amount of the US [Canadian] Revolving Loans from the date made until such
principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower. 

Both principal and interest are payable in Dollars [or, to the extent provided in the Credit Agreement, Canadian Dollars] to [General
Electric Capital Corporation, as US Agent] [GE Canada Finance Holding Company, as Canadian Agent], at the address set forth in the Credit Agreement, in immediately available funds. 

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of April 30, 2010
(as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the other Credit Parties party thereto, the Lenders and the L/C Issuers party thereto,
General Electric Capital Corporation, as administrative agent for the US Lenders and L/C Issuers (in such capacity, the “US Agent”), and GE Canada Finance Holding Company, as administrative agent for the Canadian Lenders and Canadian L/C
Issuers (in such capacity, the “Canadian Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement. 

The Credit Agreement, among other things, (a) provides for the making of [US] [Canadian] Revolving Loans by the Lender to the
Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from such [US] [Canadian] Revolving Loans being evidenced by this Note and (b) contains
provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and
conditions specified therein. 
  

 1 








 This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is
subject to certain provisions of the Credit Agreement, including Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial) and 11.2 (Other Interpretive Provisions) thereof. 

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until
recorded therein. 
 This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of
Illinois. 
 [SIGNATURE PAGES FOLLOW] 

REVOLVING LOAN NOTE - THERMON 
  

 2 








 IN WITNESS WHEREOF, each Borrower has caused this Note to be executed and delivered by its
duly authorized officer as of the day and year and at the place set forth above. 
  

			
	[THERMON INDUSTRIES, INC., a Texas
corporation



			
		
	 By:
	 	
 




			
	 Name:
	 	
	 Title:]
	 	
	
	[THERMON CANADA INC., a Nova Scotia
company



			
		
	 By:
	 	
 




			
	 Name:
	 	
	 Title:]
	 	


 REVOLVING LOAN NOTE - THERMON 

 

 3 








 EXHIBIT 11.1(e) 

TO 
 CREDIT
AGREEMENT 
 FORM OF SWINGLINE NOTE 
  

			
	 Swingline Lender: [NAME OF SWINGLINE LENDER]
	  	Chicago, Illinois [             , Canada]
	 Principal Amount: $            
	  	            , 20    


FOR VALUE RECEIVED, the undersigned, [Thermon Industries, Inc., a Texas corporation] [Thermon Canada Inc., a Nova Scotia company] (the
“Borrower”), hereby promises to pay to the Swingline Lender set forth above (the “Swingline Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all [US] [Canadian]
Swing Loans (as defined in the Credit Agreement referred to below) of the Swingline Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement. 

The Borrower promises to pay interest on the unpaid principal amount of the [US] [Canadian] Swing Loans from the date made until such
principal amount is paid in full, payable at such times and at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower. 

Both principal and interest are payable in Dollars [or, to the extent provided in the Credit Agreement, Canadian Dollars] to [General
Electric Capital Corporation, as US Agent] [GE Canada Finance Holding Company, as Canadian Agent], at the address set forth in the Credit Agreement, in immediately available funds. 

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of April 30, 2010
(as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the other Credit Parties party thereto, the Lenders, the L/C Issuers, the Swingline Lenders,
General Electric Capital Corporation, as administrative agent for the US Lenders and US L/C Issuers (in such capacity, the “US Agent”), and GE Canada Finance Holding Company, as administrative agent for the Canadian Lenders,
Canadian L/C Issuers and Canadian Swingline Lenders (in such capacity, the “Canadian Agent”). Capitalized terms used herein without definition are used as defined in the Credit Agreement. 

The Credit Agreement, among other things, (a) provides for the making of [US] [Canadian] Swing Loans by the Swingline Lender to the
Borrower in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Borrower resulting from such Swingline Loans being evidenced by this Note and (b) contains provisions for
acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions specified
therein. 
  









 This Note is a Loan Document, is entitled to the benefits of the Loan Documents and is
subject to certain provisions of the Credit Agreement, including Sections 9.18(b) (Submission to Jurisdiction), 9.19 (Waiver of Jury Trial) and 11.2 (Other Interpretive Provisions) thereof. 

This Note is a registered obligation, transferable only upon notation in the Register, and no assignment hereof shall be effective until
recorded therein. 
 This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of
Illinois. 
 [Remainder of page intentionally left blank; signature page follows] 

 

 2 








 IN WITNESS WHEREOF, each Borrower has caused this Note to be executed and delivered by its
duly authorized officer as of the day and year and at the place set forth above. 
  

					
	[THERMON INDUSTRIES, INC., a Texas
corporation	 	 
			
	 By:
	 	  
	 	
	 Name:
	 	  
	 	
	 Title:
	 	  
	 	]
		
	[THERMON CANADA INC., a Nova Scotia company	 	
			
	 By:
	 	  
	 	
	 Name
	 	  
	 	
	 Title:
	 	  
	 	]