Exhibit 10.15

CREDIT FACILITY
AGREEMENT AMENDMENT 3

This CREDIT FACILITY
AGREEMENT AMENDMENT 3 (“Amendment
3”) is made as of March 31, 2016,
by and among TRANSCAT, INC. (“Borrower”), a corporation
formed under the laws of the State of Ohio with offices at 35 Vantage Point
Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY
(“Lender”), a New York banking corporation, with offices
at 255 East Avenue, Rochester, New York 14604. 

WHEREAS, Borrower and
Lender are parties to a Credit Facility Agreement dated September 20, 2012, as
amended by Credit Facility Agreement Amendment 1 dated August 26, 2014 and
Credit Facility Agreement Amendment 2 dated December 30, 2015 (as amended,
modified and supplemented from time to time, the “Credit Agreement”), pursuant to which the Lender has made certain
loans and financial accommodations available to Borrower; 

WHEREAS, Borrower has
requested that the Lender amend the Credit Agreement to add a term loan and
modify certain covenants, and the Lender is willing to accommodate Borrower's
request on the terms and conditions hereinafter set forth;

WHEREAS, Borrower is
entering into this Amendment 3 with the understanding and agreement that, except
as specifically provided herein, none of the Lender’s rights or remedies as set
forth in the Credit Agreement or any other Loan Document is being waived or
modified by the terms of this Amendment 3; 

NOW, THEREFORE, in
consideration of the agreements and provisions herein contained, effective on
the Amendment 3 Effective Date (defined below), the parties hereby agree as
follows: 

1. Definitions. Any capitalized term used but not otherwise defined in this Amendment 3
shall have the meaning ascribed to such term in the Credit Agreement, and the
interpretations set forth in the Credit Agreement shall apply to this Amendment
3. 

2. Amendments to Credit Agreement. Subject to Section 3 below, effective on the Amendment 3 Effective Date,
the Credit Agreement is hereby amended as follows: 

(a) Section 1.1 of the
Credit Agreement is hereby amended to add the following definitions: 

“Amendment 3” means Credit Facility Agreement Amendment 3 made between Borrower and
Lender effective as of the Amendment 3 Effective Date. 

“Amendment 3 Effective Date” means March 31, 2016. 

“Conversion Date” means the date that Borrower’s election to
convert a LIBOR Loan to a LIBOR Loan with another Interest Period becomes
effective in accordance with this Agreement. 







“Term Loan” shall have the meaning set forth in Section 2.6
hereof. 

“Term Loan
Facility” means the term loan
facility established pursuant to Section 2.6 of this Agreement. 

“Term Loan Maturity
Date” means March 31, 2021.


“Term Loan
Note” means the Term Loan Note
issued pursuant to Section 2.7, as such Note may be amended, modified or
restated from time to time. 

(b) Section 1.1 of the Credit Agreement is hereby amended to modify
subsection (k) of the definition of “Permitted Acquisition” to read in its
entirety as follows: 

	               	(k)	     	no more
      than an aggregate of $20,000,000 of Acquisitions shall have been financed,
      directly or indirectly, with the Revolving Credit Facility and Term Loan
      for the Fiscal Year ending March 25, 2017, and no more than an aggregate
      of $15,000,000 of Acquisitions shall have been financed, directly or
      indirectly, with the Revolving Credit Facility in each Fiscal Year ending
      thereafter.


(c) Section 1.1 of the Credit Agreement is hereby amended to modify the
following definitions to read in their entirety as follows: 

“Facility” means the Revolving Credit Facility or the Term
Loan Facility, as the case may be. 

“Fixed
Charges” means with reference to
any period and calculated for the Borrower and its Subsidiaries on a
consolidated basis without duplication, the sum of (i) cash Interest Expense,
(ii) prepayments, if any, of the Term Loan, (iii) prepayments, if any, of the
Revolving Credit Loans that are required due to a permanent termination or
reduction of the Revolving Line Commitment, (iv) scheduled principal payments,
(v) loan fees on Indebtedness due during such period, (v) expense for taxes paid
in cash, (vi) permitted Restricted Payments paid in cash, (vii) Capital Lease
Obligation payments and (viii) cash contributions to any Plan. 


2







“LIBOR” means shall mean the rate per annum (rounded
upward, if necessary, to the nearest 1/16th of 1%) obtained by dividing (i) the
applicable London Interbank Offered Rate as applicable in accordance with the
LIBOR Rate selected by Borrower for each Loan, or in the case of Daily LIBOR
Loans, each day (or if such day is not a LIBOR Business Day, as fixed in the
same manner on the immediately preceding LIBOR Business Day, which day’s rate
shall, unless otherwise provided for, apply to the immediately succeeding
non-LIBOR Business Days), as set and administered by ICE Benchmark
Administration Limited (or such other administrator of LIBOR, as may be duly
authorized by the UK Financial Conduct Authority or such other proper authority
from time to time) for United States dollar deposits in the London interbank
market at approximately 11:00 a.m. London, England time (or as soon thereafter
as practicable), as determined by the Bank from any broker, quoting service or
commonly available source utilized by the Bank, by (ii) a percentage equal to
100% minus the stated maximum rate of all reserves required to be maintained
against “Eurocurrency Liabilities” as specified in Regulation D (or against any
other category of liabilities which includes deposits by reference to which the
interest rate on any LIBOR Rate Loan or Loans is determined or any category of
extensions of credit or other assets which includes loans by a non-United
States’ office of a bank to United States’ residents) on such date to any member
bank of the Federal Reserve System. Notwithstanding any provision above, the
practice of rounding to determine LIBOR may be discontinued at any time in the
Bank’s sole discretion. 

“LIBOR Rate” means, as selected by the Borrower for the respective LIBOR Loan under
the Revolving Credit Facility or Term Loan Facility, the one-month, two-month,
three-month or six-month LIBOR, each with an Interest Period of equal duration,
or in the case of a Daily LIBOR Loan, the one-month LIBOR with an Interest
Period of one day, in all cases plus the Applicable Rate. 

“Loans” means the loans and advances, or if applicable, portions thereof, made
by the Lender pursuant to this Agreement. 

“Note(s)” means the Revolving Credit Note, the Term Loan Note, and any other note
made in connection herewith. 

“Revolving Credit Commitment” means the commitment of the Lender to make
Revolving Credit Loans (including the obligation of the Lender to issue Letters
of Credit for the account of the Borrower). 

“Revolving Credit Facility” means the revolving credit facility established
pursuant to Section 2.1 of this Agreement. 

(d) Section 1.1 of the
Credit Agreement is hereby amended to delete the definition of “Commitment”.


(e) The title of Article 2
of the Credit Agreement is hereby changed to “CREDIT FACILITIES”. 

(f) The headers of Section
2.3 and 2.4 of the Credit Agreement are hereby respectively changed to
“Revolving Credit Facility
Interest” and “Revolving Credit Facility Payments”.


3







(g) The following new
Sections are hereby added to Article 2 of the Credit Agreement to read in their
entirety as follows: 

2.6 Term Loan. The Lender agrees, subject to the terms and conditions of this
Agreement, to make a Term Loan to the Borrower on the Amendment 3 Effective Date
in the principal amount of Ten Million Dollars ($10,000,000) (the
“Term Loan”). Principal repaid under the Term Loan may not
be reborrowed. 

2.7 Term Loan Note. The Borrower’s obligation to pay the principal
of, and interest on, the Term Loan shall be evidenced by a promissory note in
the aggregate principal amount of Lender’s Term Loan duly executed and delivered
by the Borrower substantially in the form of Exhibit C, with blanks appropriately completed in conformity herewith. The Term
Loan Note shall be entitled to the benefits of the Loan Documents. 

2.8 Term Loan Interest. Except as elsewhere provided in this Agreement
with respect to Prime Rate Loans, the Term Loan shall be a LIBOR Loan with an
Interest Period of one month unless in accordance with this Agreement the
Borrower has requested that the Term Loan or a portion thereof be another LIBOR
Loan, in which case such Term Loan or applicable portion thereof shall be the
applicable other LIBOR Loan. Interest shall accrue on the Term Loan in the same
manner as is provided in Section 2.3(b) and Section 2.3(c). 

2.9 Term Loan Payments. All accrued interest shall be due and paid on
the first day of each month. Each interest payment shall be accompanied by a
monthly principal payment of $119,048. Except as otherwise provided herein, all
outstanding principal and accrued and unpaid interest shall be due and paid in
full on the Term Loan Maturity Date. 

2.10 Origination Fee. On the Amendment 3 Effective Date the Borrower
shall pay to the Lender a Term Loan origination fee of $25,000. 

(h) Section 3.1(e), Section
3.1(f) and Section 3.1(g) of the Credit Agreement are hereby amended to read in
their entirety as follows: 

(e) Continuation and Conversion
Elections. An authorized Person
may, upon irrevocable Request to the Lender in accordance with Section 3.1(f)
below, elect to continue or convert, as of the last day of the applicable
Interest Period, any or a portion (subject to the Minimum Borrowing Amount
limitation) of any LIBOR Loan to another LIBOR Loan with the same or a different
Interest Period. 

4







(f) Notice of Continuation
or Conversion. 

(i) For an election under Section 3.1(e) above, an authorized person must
deliver to the Lender, by 2:00 p.m. (New York time) on a Business Day, a written
notice for an election under Section 3.1(e) (a “Notice”), specifying: 

(A) the aggregate amount of each LIBOR Loan to be continued or converted;


(B) the applicable LIBOR Rate selection and corresponding Interest Period
duration for each LIBOR Loan to be continued or converted; and 

(C) whether the Automatic Continuation Option will be in effect for each
such LIBOR Loan. The Automatic Continuation Option shall be in effect for each
LIBOR Loan, unless otherwise specified by Borrower in writing. 

(ii) For any election in accordance with Section 3.1(e) above, the
Continuation Date or Conversion Date shall be the later of (A) the last day of
the applicable Interest Period, or (B) two (2) LIBOR Business Days following the
date the Lender receives the Notice of Continuation or Conversion, except as
otherwise determined by the Lender in its sole discretion. If a Notice is
received after 2:00 p.m. (New York time) on any Business Day, such Notice will
be deemed to have been received on the next Business Day. Accordingly, as an
example, if Borrower has a LIBOR Loan with a one-month Interest Period ending on
June 15 and wants to continue the LIBOR Loan with a two- month Interest Period,
Borrower must deliver to the Lender an appropriate Notice of Continuation by no
later than 2:00 p.m. (New York time) on June 13 (assuming that June 13 is a
Business Day and June 14 and 15 are LIBOR Business Days). 

(iii) For LIBOR Loans with the Automatic Continuation Option in effect,
the Lender shall, at the end of each Interest Period, automatically continue
such LIBOR Loan with the same Interest Period unless a contrary Notice has been
received. 

(iv) The Lender may take action on any Notice in reliance upon any oral,
telephonic, written or teletransmitted Notice that the Lender in good faith
believes to be valid and to have been made by Borrower or on behalf of Borrower
by an authorized person. No Notice may be delivered by e-mail unless otherwise
permitted by Lender. The Lender may act on the Notice from any authorized person
until the Lender shall have received from Borrower, and had a reasonable time to
act on, written notice revoking the authority of such authorized person. The
Lender shall incur no liability to Borrower or to any other person as a direct
or indirect result of acting on any Notice under this Agreement. The Lender, in
its sole discretion, may reject any Notice that is incomplete. 

5







(g) Expiration of Interest
Period. With respect to any LIBOR
Loan for which an Automatic Continuation Option is not in effect, if Borrower
does not deliver to the Lender an appropriate Notice of Continuation or Notice
of Conversion (in accordance with the terms hereof) at least two (2) LIBOR
Business Days before the end of an Interest Period, at the end of such Interest
Period the Lender shall have the right (but not the obligation) to immediately,
and without notice, convert such LIBOR Loan into a Daily LIBOR Loan and such
Loan shall continue as a Daily LIBOR Loan until two (2) LIBOR Business Days
after the Lender receives an appropriate Notice under Section 3.1(f) electing a
different Interest Period. A Notice of Continuation or Notice of Conversion
received one (1) LIBOR Business Day before the end of an Interest Period may not
effectuate a continuation of such Loan as a LIBOR Loan, other than a Daily LIBOR
Loan, as of the last day of the Interest Period. Rather, such LIBOR Loan may be
converted (in the manner described above) to a Daily LIBOR Loan on the last day
of the Interest Period. Such Notice of Continuation or Notice of Conversion,
however, will be deemed to be a Notice that will be effective two (2) LIBOR
Business Days from the date it is received (or deemed to be received) by the
Lender. 

(i) The word “Commitments” in Section 3.6(b) is hereby changed to read
“Revolving Credit Commitment”. 

(j) Section 3.7(b) of the Credit Agreement is hereby amended to read in
its entirety as follows: 

(b) any failure by Borrower to borrow a LIBOR Loan on the date for
borrowing, continuation or conversion specified in the relevant notice under
Section 10.1, as the case may be; or 

(k) Section 3.10 of the Credit Agreement is hereby amended to read in its
entirety as follows: 

3.10 Default Interest
Rate. Upon the occurrence of an
Event of Default for so long as such Event of Default is continuing,
notwithstanding anything else herein, if the Lender so requires (i) the
Borrower’s right to renew, elect, or continue LIBOR Loans shall cease and all
renewals, elections, or continuations shall be to Prime Rate Loans, and in the
Lender’s sole discretion (ii) the rate of interest on all Loans shall be
increased to a rate at all times equal to three percentage points (3%) above the
higher of the LIBOR Rate (computed in the same manner as for LIBOR Loans with an
Interest Period of one month) and the Prime Rate, and fees applicable to Letters
of Credit shall be increased by three percentage points (3%), such increased
rate and fees to remain in effect through and including the satisfaction and
payment in full of all of the Obligations and the termination of the Revolving
Credit Commitment, or written waiver of such Event of Default by the Lender. The
imposition of such Default Rate is without prejudice to any other rights and
remedies the Lender may have. 

6







(l) The word “Commitment” in Section 5.1(d) of the Credit Agreement is
hereby changed to read “Revolving Credit Commitment”. 

(m) Section 5.2(f) of the Credit Agreement is hereby amended to read in
its entirety as follows: 

(f) Landlord
Waivers. The Borrower shall have
delivered to the Lender on or within sixty (60) days after the Amendment 3
Effective Date a waiver in form and substance satisfactory to Lender from each
landlord of premises on which the Collateral is located and that is not owned by
a Loan Party, unless otherwise agreed by Lender. 

(n) Section 8.1 of the Credit Agreement is hereby amended to read in its
entirety as follows: 

8.1 Leverage
Ratio. The Borrower will not
permit as of the end of each Fiscal Quarter, the Leverage Ratio (with Total
Funded Indebtedness measured at the end of such Fiscal Quarter and EBITDA
determined for the period of four consecutive Fiscal Quarters then ending), to
be equal to or greater than 3.00 to 1.00. 

(o) Section 8.2 of the Credit Agreement is hereby amended to read in its
entirety as follows: 

8.2 Fixed Charge Coverage
Ratio. The Borrower will not
permit as of the end of each Fiscal Quarter, the Fixed Charge Coverage Ratio,
determined for the period of the four Fiscal Quarters then ending, to be less
than 1.15 to 1.00. 

(p) The word “Commitments” in both places it is used in Section 10.2(a)
is changed to read “Revolving Credit Commitment”. 

(q) Exhibit A to the Credit Agreement is hereby replaced with Exhibit A
to this Amendment 3. A new Exhibit C is hereby added to the Credit Agreement in
the form attached as Exhibit C to this Amendment 3. 

(r) Effective as of the Amendment 3 Effective Date Schedules 1.1, 4.1,
4.4, 4.5 and 7.2 to the Credit Agreement are hereby replaced with Schedules 1.1,
4.1, 4.4, 4.5 and 7.2 attached to this Amendment 3. 

7







3. Conditions to Effectiveness of this Amendment
3. This Amendment 3 is subject to
satisfaction of each of the following conditions to the satisfaction of the
Lender:

(a) The Lender shall have received such Loan Documents as Lender may
request, in form and substance satisfactory to the Lender, including the Notes,
a Reaffirmation of Guaranties and Security Agreements. 

(b) The Borrower shall have delivered evidence satisfactory to the Lender
of the due authorization, execution, delivery and performance of Amendment 3 and
the related Loan Documents. 

(c) The Borrower shall have delivered to the Lender (i) certificates of
good standing from appropriate governmental officials to the effect that it is
validly subsisting in good standing in its jurisdictions of formation and
qualification, and UCC searches against the Loan Parties in all jurisdictions
deemed necessary by the Lender, all of which shall be reasonably satisfactory to
the Lender in all respects. 

(d) The Borrower and Loan Parties shall have delivered favorable
customary opinions of their counsel, in form and substance satisfactory to the
Lender. 

(e) The representations and warranties of the Loan Parties contained
herein shall be true and correct in all material respects. 

(f) Each document required by the Security Documents or under law or
reasonably requested by the Lender to be filed, registered or recorded in order
to create in favor of the Lender, a perfected Lien on the Collateral described
therein, shall have been delivered to Lender in proper form for filing,
registration or recordation. 

(g) No suit, investigation or proceeding pending in any court or before
any arbitrator or Governmental Authority that can reasonably be expected to have
a Material Adverse Effect on the Loan Parties shall be pending or overtly
threatened. 

(h) Since the Closing Date, there has been no change, circumstance, or
occurrence that has had a Material Adverse Effect. 

(i) There shall exist no Default or Event of Default. 

(j) The Borrower shall have paid all costs and expenses, including legal
fees and disbursements, of the Lender related to this Amendment 3, and shall
have paid the origination fees due on the date hereof. 

4. Representations and Warranties. In order to induce Lender to enter into this
Amendment 3 and take the other actions provided for herein, Borrower represents
and warrants to each Lender that the following statements are true and correct
in all respects: 

(a) Authority. Each of the
Loan Parties has the requisite corporate power and authority to execute and
deliver this Amendment 3 and any other Loan Documents delivered in connection
therewith, and to perform its obligations hereunder and under such Loan
Documents (as amended or modified hereby) to which it is a party. The execution,
delivery and performance by each of the Loan Parties of this Amendment 3 and the
other Loan Documents delivered in connection herewith have been duly approved by
all necessary corporate or company action and no other corporate or company
proceedings are necessary to consummate such transactions. 

8







(b) Enforceability. This
Amendment 3 and the related Loan Documents have been duly executed and delivered
by the Loan Parties. This Amendment 3 and the related Loan Documents are the
legal, valid and binding obligations of the Loan Parties, enforceable against
each of them respectively in accordance with their terms, and are in full force
and effect. 

(c) Representations and
Warranties. The representations
and warranties contained in in this Amendment 3 and in the Credit Agreement and
supporting Schedules, except those contained in Section 4.6(a) of the Credit
Agreement, are correct on and as of the date hereof as though made on and as of
the date hereof (notwithstanding that by the terms of the Credit Agreement they
were made as of a date other than the date hereof). 

(d) Litigation. Except as set
forth on Schedule 4.5
(Supplement) attached to this
Amendment 3, as of the date hereof there is no action, suit or proceeding at law
or in equity by or before any court or any Governmental Authority pending or, to
the knowledge of the Loan Parties threatened against or affecting the Loan
Parties. 

(e) No
Contravention. The execution,
delivery and performance of this Amendment 3 by the Borrower have received all
necessary governmental approvals, if any, and do not contravene any law of
contractual restrictions binding on Borrower. 

(f) No
Default. No event has occurred
and is continuing that constitutes a Default or an Event of Default. 

(g) Subsidiaries. The Borrower
and Loan Parties are in compliance with Section 6.9 of the Credit Agreement.


5. General Confirmations and
Amendments. 

(a) Continuing
Effect. Except as specifically
provided herein, the Credit Agreement and the other Loan Documents shall remain
in full force and effect in accordance with their respective terms and are
hereby ratified and confirmed in all respects. 

(b) No
Waiver. The execution, delivery
and effectiveness of this Amendment 3 shall not, except as expressly provided
herein, operate as a modification, acceptance or waiver of any right, power or
remedy of the Lender under any of the Loan Documents, nor constitute a waiver of
any provision of the Loan Documents, except as specifically set forth herein.


(c) Reference to and Effect
on the Loan Documents. Upon and
after the effectiveness of this Amendment 3, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement,” “thereof” or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as modified and amended hereby. 

9







To the extent that any
terms and conditions in any of the Loan Documents shall contradict or be in
conflict with any terms or conditions of the Credit Agreement, after giving
effect to this Amendment 3, such terms and conditions are hereby deemed modified
or amended accordingly to reflect the terms and conditions of the Credit
Agreement as modified or amended hereby. 

6. Miscellaneous. 

(a) Governing Law. This Amendment 3 shall be governed by, and
construed in accordance with, the internal laws of the State of New York.


(b) Severability. The provisions of this Amendment 3 are
severable, and if any subsection or provision shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction and shall not in any manner affect such clause or provision in
any other jurisdiction, or any other clause or provision in this Amendment 3 in
any jurisdiction. 

(c) Counterparts. This Amendment 3 may be executed in any number
of counterparts, each of which counterparts when executed and delivered shall be
an original, but all of which shall together constitute one and the same
instrument.

(d) Binding Effect; Assignment. This Amendment 3 shall be binding upon and inure
to the benefit of Borrower and the Lender and their respective successors and
assigns; provided, however, that the rights and obligations of Borrower under
this Amendment 3 shall not be assigned or delegated without the prior written
consent of the Lender. 

IN WITNESS WHEREOF, the
parties have caused this Amendment 3 to be executed by their duly authorized
representatives by their signatures below as of the date first above written.


[Signature Pages
Follow]

10







MANUFACTURERS AND TRADERS
TRUST COMPANY 

	By:     	/s/ Curt S. Provenzo	                         
        
	 	Curt S.
      Provenzo	
		Vice
      President	



TRANSCAT, INC. 

	By:     	/s/ Michael Tschiderer	                     
		Michael Tschiderer	
		Vice President of
      Finance	
		Chief Financial
      Officer	









EXHIBIT
A
FORM OF COMPLIANCE
CERTIFICATE 

TRANSCAT, INC.

COMPLIANCE CERTIFICATE 

As of
______________


Definitions used in this
Certificate have the meanings given to them in the Credit Facility Agreement
(“Credit Agreement”) dated September 20, 2012, as amended.


In connection with the
[quarterly consolidated financial statements (“Quarterly Statements”) / annual consolidated financial statements
(“Annual
Statements”)] delivered to the
Lender for the period ended [_______________________] (“Applicable Quarter” / “Applicable Year”] / [fourth Fiscal Quarter ended [______________]), as required by
Section 6.1(c) of the Credit Agreement I hereby certify that: 

(a) [Note: clause (a) not
required for 4th Quarter Certificate][The Annual Statements / The Quarterly
Statements, subject to the absence of footnote disclosure and normal year-end
audit adjustments] (i) fairly present in all material respects the consolidated]
financial condition of the Borrower as of the last day of the [Applicable Year /
Applicable Quarter], and the consolidated results of operations and cash flows
of the Borrower for such period and (ii) excepting the cash flows, have been
prepared in accordance with GAAP (or a reconciliation statement has been
delivered together therewith conforming such consolidated financial statements
to GAAP). 

(b) [No Default has
occurred and is continuing and no Event of Default that has not been waived in
writing by the Lender has occurred. / A Default has occurred and is continuing
or an Event of Default that has not been waived in writing by the Lender has
occurred, the nature of such Default or Event of Default is
_________________________, such Default has existed and been continuing or Event
of Default has existed during the period _________________________, and the
Borrower has taken and/or proposes to take the following actions with respect
thereto: ______________________________.] 

(c) Set forth below is a
schedule of the computations determining compliance with the covenants contained
in Article 8 of the Credit Agreement, which calculations are correct and
accurately reflect the consolidated financial condition of the Borrower as of
the end of the date shown above: 

	Credit
Agreement
Section	Covenant	Requirement	Calculation as of
Above Date	Compliance
(Yes/No)
	8.1	Leverage
      Ratio	<
      3.00:1.00	____:1.00	
	8.2	Fixed Charge
      Coverage
Ratio	≥ 1.15:1.00	____:1.00	









The Leverage Ratio is
_____:1.00. Based upon such ratio, the Applicable Rate will be set at Level ___.


(d) With respect to the
[Annual Statements / Quarterly Statements], [there are no changes in GAAP
applied in the their preparation from GAAP as previously applicable that would
affect the calculation of, or compliance with, Article 8 of the Credit Agreement
/ changes in GAAP applied in the their preparation from GAAP as previously
applicable that would affect the calculation of, or compliance with, Article 8
of the Credit Agreement are __________________________________, reconciled as
follows: _______________________. 

	     
	       	Transcat,
      Inc.	           
		Chief Financial
      Officer	



	Dated:  	                                      



13







EXHIBIT
C
FORM OF TERM LOAN
NOTE 

TERM LOAN NOTE 

	$10,000,000	March 31,
      2016       



Transcat, Inc.
(“Borrower”), a corporation organized under the laws of the
State of Ohio, for value received, hereby promises to pay to the order of
Manufacturers and Traders Trust Company, a New York banking corporation
(“Lender”), the principal sum of Ten Million Dollars
($10,000,000) in lawful money of the United States of America and in immediately
available funds, with interest on the unpaid principal balance hereof, for the
period such balance is outstanding, at the rates of interest as provided in the
Credit Agreement. Payments shall be due and payable on the dates and as provided
in the Credit Agreement, with a final payment on the Term Loan Maturity Date.


This is the Term Loan Note
referred to in that certain Credit Facility Agreement, dated as of September 20,
2012 by and between Borrower and Lender (as the same has been and in the future
may be modified, supplemented and replaced from time to time, the
“Credit Agreement”), and evidences the Term Loan made thereunder.
All capitalized terms not defined herein shall have the meanings given to them
in the Credit Agreement, and the terms of the Credit Agreement are incorporated
herein. 

Borrower waives
presentment, notice of dishonor, protest and any other notice or formality with
respect to this Note. 

TRANSCAT, INC. 

	By:     	
		Michael Tschiderer
		Vice President of
      Finance           
		Chief Financial
      Officer









SCHEDULE
1.1 
SECURITY DOCUMENTS 

Master Security Agreement


Master Continuing Guaranty


Pledge Agreement


Patent Security Agreement


Trademark Security
Agreement 

UCC Financing Statements
(Borrower and Loan Guarantors) 

Deposit Control Agreements


Copyright Security
Agreement (if required by Lender after the Closing Date) 

Any and all joinder
agreements, supplements, amendments, reaffirmations, or replacements and all
supporting documents and agreements such as stock powers, endorsements, control
agreement, and allonges 







SCHEDULE
4.1
LOAN PARTIES’
JURISDICTIONS OF FORMATION AND QUALIFICATION 

Transcat, Inc. is an Ohio
corporation qualified to do business in Texas, New York, New Jersey, North
Carolina, Missouri, Colorado, California, Massachusetts, Pennsylvania, Tennessee
and Oregon. 

Anmar Acquisition, LLC is a
Delaware limited liability company qualified to do business in New York.


United Scale &
Engineering Corporation is a Wisconsin corporation qualified to do business in
Michigan. 

WTT Real Estate
Acquisition, LLC is a New York limited liability company qualified to do
business in Montana. 

Anmar Metrology, Inc. is a
California corporation. 







SCHEDULE
4.4
EQUITY INTERESTS OF
LOAN PARTIES AND RELATED MATTERS


As of February 3, 2016,
6,906,010 of the Borrower’s 30,000,000 authorized shares of common stock, par
value $.50 per share, were issued and outstanding. 

As of the Amendment 3
Effective Date, the following subsidiaries are wholly-owned by the Borrower:


Transcat (Canada)
Inc.
WTT Real Estate Acquisition,
LLC
Anmar Acquisition, LLC

United Scale & Engineering
Corporation 

As of the Amendment 3
Effective Date, Anmar Metrology, Inc. is wholly-owned by Anmar Acquisition, LLC


As of the Amendment 3
Effective Date, Ulrich Metrology, Inc. is wholly-owned by Transcat (Canada) Inc.


As of the Amendment 3
Effective Date, Nordcal Calibration, Inc. is wholly-owned by Ulrich Metrology,
Inc. 







SCHEDULE
4.5 
LITIGATION 

None 







SCHEDULE
7.2
LIENS 

Lien evidenced by UCC
financing statement File Number OH00197096794 filed 1/29/16 with the Ohio
Department of State, limited to security interests in equipment leased to
Borrower by IKON Financial Services