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CREDIT AGREEMENT

among

THERMON GROUP HOLDINGS, INC.,

THERMON HOLDING CORP.,

as U.S. Borrower,

THERMON CANADA INC.,

as Canadian Borrower,

The Several Lenders from Time to Time Parties Hereto,

BANK OF MONTREAL,

as Syndication Agent

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Dated as of October 30, 2017

JPMORGAN CHASE BANK, N.A.,

as Sole Lead Arranger and Sole Bookrunner

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TABLE OF CONTENTS

Page

SECTION 1.     DEFINITIONS    1

SECTION 2.     AMOUNT AND TERMS OF COMMITMENTS    50

SECTION 3.     LETTERS OF CREDIT    78

SECTION 4.     REPRESENTATIONS AND WARRANTIES    83

SECTION 5.     CONDITIONS PRECEDENT    89

SECTION 6.     AFFIRMATIVE COVENANTS    92

SECTION 7.     NEGATIVE COVENANTS    99

SECTION 8.     EVENTS OF DEFAULT    117

SECTION 9.     THE ADMINISTRATIVE AGENT    121

SECTION 10.     MISCELLANEOUS    125

SCHEDULES :

EXHIBITS :

CREDIT AGREEMENT (this “ Agreement ”), dated as of October 30, 2017, among Thermon Group Holdings, Inc., a Delaware corporation (“ Holdings ”), Thermon Holding Corp., a Delaware corporation (the “ U.S. Borrower ”), Thermon Canada Inc., a Nova Scotia company (the “ Canadian Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), Bank of Montreal, as syndication agent, and JPMorgan Chase Bank, N.A. as administrative agent.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1      Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ ABR ”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Eurodollar Rate on such day (or, if such day is not a Business Day, the next preceding Business Day) for a deposit in Dollars with a maturity of one month plus 1.0%; provided that for purposes of this definition, the Eurodollar Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one-month period, the Interpolated Rate in respect of a one-month Interest Period) at approximately 11:00 a.m. London time on such day. Any change in the ABR due to a change in the Prime Rate, the NYFRB Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the NYFRB Rate or such Eurodollar Rate, respectively. If ABR is being used as an alternate rate of interest pursuant to Section 2.16 hereof, then ABR shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if ABR shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ ABR Loans ”: Loans the rate of interest applicable to which is based upon the ABR.

“ Acceptable Accountant’s Report ”: as defined in Section 6.1(a).

“ Acceptable Discount ”: as defined in Section 2.27(c).

“ Acceptable Foreign Currency ”: (a) each of the Closing Date Foreign Currencies and (b) any other currency that is (i) a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars in the international interbank market, (ii) agreed to by the applicable Issuing Lender and the Administrative Agent, and (iii) is readily available for funding from all of the Revolving Lenders.

“ Acceptance Time ”: as defined in Section 2.27(b).

“ Account ”: as at any date of determination, all “accounts” (as such term is defined in the UCC or PPSA) of any Borrower Party, including the unpaid portion of the obligation of a customer of such Borrower Party in respect of inventory purchased by and shipped to such customer and/or the

rendition of services by such Borrower Party, as stated on the respective invoice of such Borrower Party, net of any credits, rebates or offsets owed to such customer.

“ Acquired Subsidiaries ”: as defined in the definition of “Acquisition Dispositions”.

“ Acquisition ”: the acquisition of the Target pursuant to the Acquisition Agreement and the Employee Share Acquisition Agreements.

“ Acquisition Agreement ”: the Share Purchase Agreement dated as of October 3, 2017, among 2071827 Alberta Ltd., Camary Holdings Ltd. and Rocor Holdings Ltd.

“ Acquisition Documentation ”: collectively, (a) the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith and (b) each Employee Share Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“ Adjustment Date ”: as defined in the Applicable Pricing Grid.

“ Administrative Agent ”: JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors and any successor administrative agent appointed in accordance with Section 9.9. For the avoidance of doubt, references to the “Administrative Agent” shall include JPMorgan Chase Bank, N.A., Toronto Branch (including but not limited to matters pertaining to the Canadian Loan Parties) and any other branch or affiliate of JPMorgan Chase Bank, N.A. designated by JPMorgan Chase Bank, N.A. for the purpose of performing its obligations in such capacity.

“ Affected Facility ”: as defined in Section 2.25(a).

“ Affiliate ”: as to a specified Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Agreement ”: as defined in the preamble hereto.

“ Anti-Corruption Laws ”: all laws, rules and regulations of any jurisdiction applicable to the Group Members from time to time concerning or relating to bribery or corruption.

“ Applicable Discount ”: as defined in Section 2.27(c).

“ Applicable Margin ”: (a) for each Type of Loan (other than Incremental Term Loans), the rate per annum set forth under the relevant column heading below:

, provided , that on and after the first Adjustment Date occurring after the completion of one full fiscal quarter of Holdings after the Closing Date, the Applicable Margin with respect to Revolving Loans and Swingline Loans will be determined pursuant to the Applicable Pricing Grid; and

(b)     for Incremental Term Loans, such per annum rates as shall be agreed to by the U.S. Borrower and the applicable Incremental Term Lenders as shown in the applicable Increased Facility Activation Notice.

“ Applicable Pricing Grid ”: the table set forth below:

For the purposes of the Applicable Pricing Grid, changes in the Applicable Margin or the Commitment Fee Rate resulting from changes in the Consolidated Leverage Ratio shall become effective

on the date (the “ Adjustment Date ”) that is five Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Applicable Pricing Grid shall apply. In addition, at all times while a Specified Event of Default shall have occurred and be continuing, the highest rate set forth in each column of the Applicable Pricing Grid shall apply. Each determination of the Consolidated Leverage Ratio pursuant to the Applicable Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 7.1.

“ Applicable Reference Period ”: as at any date of determination, the most recently ended Reference Period for which financial statements with respect to each fiscal quarter included in such Reference Period have been delivered pursuant to Section 6.1 (or, prior to the delivery of any such financial statements, the Reference Period ended September 30, 2017).

“ Applicable Transactions ”: as defined in the definition of “Pro Forma Basis”.

“ Application ”: an application, in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit.

“ Approved Fund ”: any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an entity that administers or manages a Lender.

“ Arranger ”: the Sole Lead Arranger and Sole Bookrunner identified on the cover page of this Agreement.

“ Asset Sale ”: any Disposition of property or series of related Dispositions of property pursuant to Section 7.5(r) that yields Net Cash Proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000.

“ Assignee ”: as defined in Section 10.6(b).

“ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit E.

“ Attributable Indebtedness ”: in respect of any sale and leaseback transaction, as at the time of determination, the present value (discounted at the implied interest rate in such transaction compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“ Available Amount ”: as of any date of determination, an amount equal to:

(a)    the sum of (without duplication):

(i)    $20,000,000;

(ii)    the Cumulative Retained Excess Cash Flow Amount;

(iii)    the principal amount of any Indebtedness of a Borrower Party issued after the Closing Date which has been converted into or exchanged for Capital Stock (other than Disqualified Capital Stock) in Holdings;

(iv)     the aggregate amount of proceeds received by any Borrower Party after the Closing Date and on or prior to such date that would have constituted Net Cash Proceeds pursuant to clause (a) of the definition of “Net Cash Proceeds” except for the operation of any of the Dollar thresholds set forth in the definition of “Asset Sale”;

(v)    in the event that all or a portion of the Available Amount has been applied to make an Investment pursuant to Section 7.8(u), an amount (not to exceed the original amount of such Investment) equal to the aggregate amount received by a Borrower Party in cash and Cash Equivalents, or the fair market value of any property received by a Borrower Party, from (i) the sale (other than to a Group Member) of any such Investment less any amounts that would be deducted pursuant to clause (a) of the definition of Net Cash Proceeds, (ii) any dividend or other distribution received in respect of any such Investment and (iii) interest, returns of principal, repayments and similar payments received in respect of any such Investment; and

(vi)    the Declined Prepayment Amount;

minus

(b)     the amount of any Investments made after the Closing Date in reliance on Section 7.8(u) prior to such date, any Restricted Payments made after the Closing Date in reliance on Section 7.6(i) and any Restricted Debt Payments made after the Closing Date in reliance on Section 7.9(a)(iv) prior to such date.

“ Available Revolving Commitment ”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided , that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“ Bail-In Action ”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ”: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bankruptcy Code ”: the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq .

“ Bankruptcy Event ”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, interim receiver, receiver-manager conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided , further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or Canada or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Bankruptcy Plan ”: a reorganization or plan of liquidation pursuant to any Debtor Relief Laws.

“ Base Incremental Amount ”: as of any date, an amount equal to (a) $30,000,000 less (b) the aggregate amount of Incremental Term Loans, Incremental Revolving Commitments and Incremental Equivalent Debt established prior to such date in reliance on the Base Incremental Amount.

“ Benefit Plan ”: any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) (x) of which (i) any Loan Party is a sponsor or (ii) is maintained by a Loan Party or (y) to which any Loan Party incurs or otherwise has any obligation or liability, contingent or otherwise.

“ Benefitted Lender ”: as defined in Section 10.7(a).

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower Parties ”: the collective reference to the U.S. Borrower and its Subsidiaries.

“ Borrower Representative ”: the U.S. Borrower, in its capacity as a Borrower hereunder, and/or in its capacity as contractual agent, attorney-in-fact and representative of the Canadian Borrower pursuant to Section 10.19, as the case may be.

“ Borrowers ”: the collective reference to the U.S. Borrower and the Canadian Borrower.

“ Borrowing Date ”: any Business Day specified by the applicable Borrower as a date on which such Borrower requests the relevant Lenders to make Loans hereunder.

“ British Pounds Sterling ”: the lawful currency of the United Kingdom.

“ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided , that (i) with respect to notices and determinations in connection with, and payments of principal and interest on, Loans having an interest rate determined by reference to the Eurodollar Rate, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market and (ii) with respect to notices and determinations in connection with, and payments of principal and interest on or Reimbursement Obligations in respect of, Loans or Letters of Credit denominated in Canadian Dollars, such day is also a day on which banks are open for dealings in Canadian Dollars in Toronto, Ontario.

“ Cafeteria Plan Flex Account ”: the bank deposit account (or if more than one, the aggregate of all such accounts) established and maintained by a U.S. Loan Party (other than Holdings) from time to time to serve as collateral for stored value card transactions under the health and/or dependent care flexible spending account components of a U.S. Loan Party’s (other than Holdings) cafeteria plan for employees, as such plan exists now or may be amended in the future, but in each case only to the extent such accounts are established and maintained in accordance with applicable laws and qualify under Section 125 of the Code.

“ Calculation Date ”: the last Business Day of each calendar quarter (or any other day selected by the Administrative Agent); provided that (a) the second Business Day preceding each Borrowing Date with respect to Revolving Loans or Swingline Loans (or such other Business Day as the Administrative Agent shall deem applicable with respect to any currency in accordance with rate-setting convention for such currency) shall be a Calculation Date, (b) the date on which a Revolving Loan denominated in Canadian Dollars is continued or converted shall be a Calculation Date and (c) the date of each issuance, amendment, renewal or extension of a Letter of Credit, or any other date determined by the applicable Issuing Lender, shall also be a Calculation Date.

“ Canadian Benefit Plans ”: 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 Loan Party has any liability with respect to any employee or former employee, but excluding (a) any Canadian Pension Plans, (b) any Pension Plan and (c) any Multiemployer Plan.

“ Canadian Borrower ”: as defined in the preamble hereto.

“ Canadian Capital Contribution ” a C$34,500,000 capital contribution made by the U.S. Borrower in the Canadian Borrower on the Closing Date.

“ Canadian Closing Date Loans ”: (a) a loan in the amount of the Dollar equivalent of C$144,752,750 to be made by the U.S. Borrower to the Canadian Borrower on the Closing Date, (b) a loan in the amount of C$22,696,750 to be made by the U.S. Borrower to the Canadian Borrower on the Closing Date, (c) a loan in the amount of C$22,696,750 to be made by the Canadian Borrower to 2071827 Alberta Ltd. on the Closing Date and (d) a loan in the amount of C$238,993,283 to be made by the Canadian Borrower to 2071827 Alberta Ltd. on the Closing Date.

“ Canadian Collateral Documents ”: collectively, the Canadian Guarantee and Collateral Agreement, the Quebec Security Documents, and any other agreements, instruments and documents executed by any Canadian Loan Party in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Obligations (as defined in the Canadian Guarantee and Collateral Agreement) including all other security agreements, pledge agreements, debentures, share charges, hypothecs, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, assignments, contracts, notices, financing statements and all other written matter whether theretofore, now or hereafter executed by any Canadian Loan Party and delivered to the Administrative Agent.

“ Canadian Dollars ” and “ C$ ”: dollars in lawful currency of Canada.

“ Canadian Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement to be executed and delivered by the Canadian Borrower and each Canadian Subsidiary Guarantor, substantially in the form of Exhibit B.

“ Canadian Loan Parties ”: the collective reference to the Canadian Borrower and the Canadian Subsidiary Guarantors.

“ Canadian NewCo ”: Thermon Heating Systems, Inc., a body corporate incorporated under the laws of Alberta.

“ Canadian NewCo Intercompany Loans ”: loans made by the U.S. Borrower to Canadian NewCo.

“ Canadian Pension Event ”: (a) any Loan Party shall, directly or indirectly, terminate or cause to terminate, in whole or in part, or initiate the termination of, in whole or in part, any Canadian Pension Plan so as to result in any liability which could have a Material Adverse Effect; (b) any event or condition exists in respect of any Canadian Pension Plan which presents the risk of liability of any Loan Party which could have a Material Adverse Effect; (c) a going concern unfunded liability or the solvency deficiency (calculated 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) exists under any Canadian Pension Plan; (d) any Loan Party shall fail to make minimum required contributions to amortize any funding deficiencies under a Canadian Pension Plan within the time period set out in applicable Laws or fail to make a required contribution under any Canadian Pension Plan or Canadian Benefit Plan which could result in the imposition of a Lien upon the assets of the Canadian Borrower or any of its Subsidiaries; or (e) any Loan Party makes any improper withdrawals or applications of assets of a Canadian Pension Plan or Canadian Benefit Plan.

“ Canadian Pension Plans ”: each pension plan required to be registered under Canadian federal or provincial law that is maintained, administered or contributed to by, or to which there is or may be an obligation to contribute by, a Loan 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 Loans ”: Loans the rate of interest applicable to which is based upon the Canadian Prime Rate.

“ Canadian Prime Rate : for any day, a rate per annum determined by the Administrative Agent to be the greater of (a) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (b) the CDOR Rate for 30 day Canadian Dollar bankers’ acceptances plus 1.0%; provided , that if any the above rates shall be less than zero, such rate shall be deemed to be zero. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR Rate shall be effective as of the opening of business on the day of such change in the PRIMCAN Index or CDOR Rate, respectively.

“ Canadian Subsidiary ”: any Subsidiary of the Canadian Borrower organized under the laws of any jurisdiction within Canada.

“ Canadian Subsidiary Guarantor ”: each Wholly Owned Canadian Subsidiary of the Canadian Borrower (other than any Excluded Canadian Subsidiary), whether existing on the Closing Date or established, created or acquired after the Closing Date, in each case unless and until such time as the applicable Wholly Owned Canadian Subsidiary is released from all of its obligations under the Security Documents to which it is a party in accordance with the terms and provisions hereof and thereof.

“ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all cash expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“ Capital Lease Obligations ”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, but excluding any debt securities convertible into any of the foregoing.

“ Capital Stock Equivalents ”: all securities convertible into or exchangeable for Capital Stock or any other Capital Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Capital Stock or any other Capital Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“ Cash Equivalents ”: (a) marketable direct obligations (i) issued by, or unconditionally guaranteed by, the Canadian or United States Government or (ii) issued by any agency of the Canadian or United States Government and backed by the full faith and credit of Canada or the United States, as

applicable, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of Canada, the United States, any province or state thereof or the District of Columbia having combined capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Ratings Services (“ S&P ”) or P-1 by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the Canadian or United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth, province or territory of Canada or the United States, by any political subdivision or taxing authority of any such state, commonwealth, province or territory or by any foreign government or any province or political subdivision thereof, the securities of which state, commonwealth, province, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“ CDOR Loans ”: Loans the rate of interest applicable to which is based upon the CDOR Rate.

“ CDOR Rate ”: with respect to any CDOR Loan for any Interest Period, the Canadian Dollar offered rate which, in turn means on any day, the rate equal to the sum of (a) the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “ CDOR Page ” (or any display substituted therefore) of Reuters Monitor Money Rates Service Reuters Screen (or, in the event such rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative Agent in its reasonable discretion; in each case, the “ CDOR Screen Rate ”), at or about 10:15 a.m. Toronto local time on the first day of the applicable Interest Period and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest) plus (b) 0.10% per annum; provided that if the CDOR Screen Rate shall be less than zero, such rate shall be deemed to be zero; provided , further , that with respect to an Impacted Interest Period, the CDOR Rate shall be the Interpolated Rate at such time (provided that if the

Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement).

“ CDOR Screen Rate ”: as defined in the definition of “CDOR Rate”.

“ CDOR Tranche ”: the collective reference to CDOR Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ CFC ”: a “controlled foreign corporation” within the meaning of Section 957 of the Code. 

“ CFC Holdco ”: any Domestic Subsidiary that has no material assets other than the Capital Stock in or Indebtedness of one or more CFCs, including the indirect ownership of such Capital Stock or Indebtedness through one or more CFC Holdcos. 

“ Change of Control ”: as defined in Section 8(k).

“ Chinese Renminbi ”: the lawful currency of the People’s Republic of China.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied in accordance with their terms or waived in accordance with Section 10.1, which date is October 30, 2017.

“ Closing Date Foreign Currencies ”: (a) Canadian Dollars, (b) Euros, (c) British Pounds Sterling and (d) Chinese Renminbi.

“ Code ”: the Internal Revenue Code of 1986, as amended.

“ Collateral ”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document but which in no event will include any Excluded Assets.

“ Commitment ”: as to any Lender, the sum of the Term B Commitment and the Revolving Commitment of such Lender.

“ Commitment Fee Rate ”: ½ of 1% per annum; provided , that on and after the first Adjustment Date occurring after the completion of one full fiscal quarter of Holdings after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Applicable Pricing Grid.

“ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer of Holdings substantially in the form of Exhibit C.

“ Confidential Information Memorandum ”: the Confidential Information Memorandum dated October 11, 2017 and furnished to certain Lenders.

“ Connection Income Taxes ”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Cash Flow ”: for any period:

(a) the sum of (i) Consolidated EBITDA for such period plus (ii) Consolidated Lease Expense for such period, minus

(b) Unfinanced Capital Expenditures of the Group Members for such period.

“ Consolidated EBITDA ”: for any period:

(a) Consolidated Net Income for such period plus ,

(b) without duplication and (other than with respect to clause (x) below) to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of:

(i)     provisions for taxes based on income (or similar taxes in lieu of income taxes), profits or capital (or equivalents), including federal, foreign, state, provincial, local, franchise, excise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period,

(ii)     interest expense and, to the extent not reflected in such interest expense, any net losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including commitment, letter of credit and administrative fees and charges with respect to the Facilities),

(iii)     depreciation and amortization expense,

(iv)     amortization of intangibles (including, but not limited to, goodwill) and organization costs,

(v)     non-cash compensation expense,

(vi)     non-cash expenses or losses from the application of purchase accounting, including the write down of inventory in connection therewith,

(vii)     so long as the 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

Group Members pursuant to a written plan or agreement approved by the board of directors or similar governing body of any Group Member,

(viii)    all other non-cash losses or expenses, including any non-cash impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities, and any non-cash foreign exchange losses, but excluding, in any event, any non-cash loss or expense (x) 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 (y) relating to a write-down, write off or reserve with respect to Accounts and inventory,

(ix)    all Transaction Expenses and any fees, costs, expenses or charges (other than depreciation or amortization charges) related to any actual, proposed or contemplated equity offering (including any expense relating to enhanced accounting functions or other transaction costs associated with a public company), Investment to which a Group Member is a party, acquisition, disposition or recapitalization permitted under this Agreement or the incurrence of Indebtedness permitted to be incurred under this Agreement (including a refinancing thereof) or any amendment, waiver or modification of Indebtedness (in each case, whether or not successful), including (A) such fees, expenses or charges incurred in connection with the negotiation, execution and delivery on the Closing Date of the Loan Documents, (B) any amendment or other modification of any Loan Document and (C) such costs, fees and expenses in connection with any tender for or redemption of any Indebtedness, including any premium, make-whole or penalty payments,

(x)     cash proceeds received by the Group Members in such period from business interruption insurance,

(xi)    losses with respect to discontinued operations,

(xii)    non-recurring cash expenses and costs, including non-recurring cash expenses and costs incurred in connection with (w) restructurings, integration, severance and synergies, (x) acquisitions permitted under this Agreement (including restructurings, severance payments and synergies resulting therefrom or implemented in connection therewith) and (y) compliance fees; provided that with respect to any Reference Period, the aggregate amount added back in the calculation of Consolidated EBITDA for such Reference Period pursuant to this clause (xii), together with the aggregate amount added back in the calculation of Consolidated EBITDA for such Reference Period pursuant to clause (xiii), shall not exceed 20% of Consolidated EBITDA (calculated prior to giving effect to any add-backs pursuant to this clause (xii) and clause (xiii)), and

(xiii)     the amount of “run-rate” cost savings, operating expense reductions, operating improvements and synergies that are reasonably identifiable, factually supportable and projected by Holdings in good faith to be realized as a result of mergers and other business combinations, Permitted Acquisitions, divestitures, insourcing initiatives, cost savings initiatives, consolidations, openings and closings, product rationalization and other similar initiatives after

the Closing Date, in each case to the extent not prohibited by this Agreement (collectively, “ Initiatives ”) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of the relevant Reference Period), net of the amount of actual benefits realized in respect thereof; provided that (v) actions in respect of such cost-savings, operating expense reductions, operating improvements and synergies have been, or will be, taken within 24 months of the applicable Initiative, (w) no cost savings, operating expense reductions, operating improvements or synergies shall be added pursuant to this clause (xiii) to the extent duplicative of any expenses or charges otherwise added to (or excluded from) Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (x) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xiii) to the extent occurring more than eight fiscal quarters after the applicable Initiative, (y) the U.S. Borrower must deliver to the Administrative Agent (1) a certificate of a Responsible Officer of Holdings setting forth such estimated cost-savings, operating expense reductions, operating improvements and synergies and (2) information and calculations supporting in reasonable detail such estimated cost savings, operating expense reductions, operating improvements and synergies and (z) with respect to any Reference Period, the aggregate amount added back in the calculation of Consolidated EBITDA for such Reference Period pursuant to this clause (xiii), together with the aggregate amount added back in the calculation of Consolidated EBITDA for such Reference Period pursuant to clause (xii), shall not exceed 20% of Consolidated EBITDA (calculated prior to giving effect to any add-backs pursuant to this clause (xiii) and clause (xii)), and minus ,

(c) to the extent included in the statement of such Consolidated Net Income for such period, the sum of:

(i)     interest income,

(ii)     any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business),

(iii)     income tax credits (to the extent not netted from income tax expense),

(iv)     any other non-cash income, and

(v)     net gains on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk,

all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”) pursuant to any determination of the Consolidated Leverage Ratio or the Consolidated Secured Leverage Ratio, (i) if at any time during such Reference Period a Borrower Party shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference

Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period a Borrower Party shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period.

Notwithstanding the foregoing, but subject to the immediately preceding sentence and any adjustments made pursuant to a calculation made on a “pro forma basis”, Consolidated EBITDA (i) for the fiscal quarter ended December 31, 2016 shall be $18,300,000, (ii) for the fiscal quarter ended March 31, 2017 shall be $16,100,000, (iii) for the fiscal quarter ended June 30, 2017 shall be $9,800,000 and (iv) for the fiscal quarter ended September 30, 2017 shall be $16,100,000. “ Consolidated Fixed Charge Coverage Ratio ”: for any period, the ratio of (a) Consolidated Cash Flow to (b) Consolidated Fixed Charges for such period.

“ Consolidated Fixed Charges ”: for any period, the sum (without duplication) of (a) the excess (to the extent positive) of (i) Consolidated Interest Expense for such period minus (ii) total interest income of the Group Members for such period, (b) scheduled payments made during such period on account of principal of Indebtedness of the Group Members (including scheduled principal payments in respect of the Term Loans), (c) Consolidated Lease Expense for such period, (d) earnouts payable in cash by the Group Members during such period, (e) income tax expense paid or payable in cash during such period by the Group Members and (f) Restricted Payments paid in cash during such period pursuant to Section 7.6(c), Section 7.6(e), Section 7.6(g) or Section 7.6(h).

“ Consolidated Interest Expense ”: for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Group Members for such period with respect to all outstanding Indebtedness of the Group Members (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

“Consolidated Lease Expense ”: for any period, the aggregate amount of fixed and contingent rentals payable by the Group Members for such period with respect to leases of real and personal property, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Leverage Ratio ”: as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.

“ Consolidated Net Income ”: for any period, the consolidated net income (or loss) of the Group Members, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the U.S. Borrower or is merged into or consolidated with a Borrower Party and (b) the income (or deficit) of any Person (other than a Subsidiary of the U.S. Borrower) in which a Borrower Party has an ownership interest, except to the extent that any such income is actually received by such Borrower Party in the form of dividends or similar distributions.

“ Consolidated Secured Debt ”: at any date, Consolidated Total Debt at such date that is secured by a Lien on any property of any Group Member.

“ Consolidated Secured Leverage Ratio ”: as at the last day of any period, the ratio of (a) Consolidated Secured Debt on such day to (b) Consolidated EBITDA for such period.

“ Consolidated Total Assets ”: the total assets of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the consolidated balance sheet of Holdings for the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b).

“ Consolidated Total Debt ”: at any date, Capital Lease Obligations, purchase money Indebtedness, Indebtedness for borrowed money and letters of credit (but only to the extent drawn and not reimbursed), in each case of the Group Members at such date, determined on a consolidated basis in accordance with GAAP.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control Affiliate ”: as to any Person, any other Person that directly or indirectly, is in control of, is controlled by, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ Credit Party ”: the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender and, for the purposes of Section 10.13 only, the Administrative Agent and the Arranger.

“ Cumulative Retained Excess Cash Flow Amount ”: at any date of determination, an amount equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for the Excess Cash Flow Periods ended on or prior to such date.

“ Debtor Relief Laws ”: the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, compromise, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect.

“ Declined Prepayment Amount ”: as defined in Section 2.11(g).

“ Default ”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ”: any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower Representative or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s and the Borrower Representative’s receipt of such certification in form and substance satisfactory to it, the Administrative Agent and the Borrower Representative, or (d) has become the subject of a Bankruptcy Event or a Bail-In Action.

“ Designated Non-Cash Consideration ”: the fair market value of non-cash consideration received by a Borrower Party in connection with a Disposition that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the U.S. Borrower setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration within 180 days of receipt thereof.

“ Discount Range ”: as defined in Section 2.27(b).

“ Discounted Prepayment Option Notice ”: as defined in Section 2.27(b).

“ Discounted Voluntary Prepayment ”: as defined in Section 2.27(a).

“ Discounted Voluntary Prepayment Notice ”: as defined in Section 2.27(e).

“ Disposition ”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disqualified Capital Stock ”: with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a)    matures or is mandatorily redeemable (other than solely for Capital Stock of such Person that does not constitute Disqualified Capital Stock and cash in lieu of fractional shares of such Capital Stock) whether pursuant to a sinking fund obligation or otherwise;

(b)    is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Capital Stock (other than solely for Capital Stock of such Person that does not constitute Disqualified Capital Stock and cash in lieu of fractional shares of such Capital Stock); or

(c)    is redeemable (other than solely for Capital Stock of such Person that does not constitute Disqualified Capital Stock and cash in lieu of fractional shares of such Capital Stock) or is required to be repurchased by a Group Member, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date that is 91 days after the Latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Capital Stock outstanding on the Closing Date, the Closing Date); provided , however , that (i) Capital Stock of any Person that would not constitute Disqualified Capital Stock but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Capital Stock upon the occurrence of an “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute Disqualified Capital Stock if any such requirement becomes operative only after repayment in full of all the Loans and all other Obligations that are accrued and payable and (ii) Capital Stock of any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“ Disqualified Institutions ”: (a) competitors of the Borrower Parties, in each case identified by name in writing by the Borrower Representative to the Administrative Agent from time to time and (b) as to any entity referenced in clause (a) above (the “ Primary Disqualified Institution ”), any of such Primary Disqualified Institution’s Affiliates that are either (i) identified by name in writing by the Borrower Representative to the Administrative Agent from time to time or (ii) clearly identifiable solely by similarity of name, but, in each case, excluding any Affiliate that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which the Primary Disqualified Institution does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity. For the avoidance of doubt (x) the Administrative Agent shall, and shall be permitted to, provide such list of Disqualified Institutions to the Lenders and prospective Lenders, (y) any addition to the list of Disqualified Institutions will not become effective until three Business Days after such addition is delivered by the Borrower Representative to the Administrative Agent and (z) no designation of a Disqualified Institution shall retroactively disqualify any Person who has already become a Lender or a Participant or entered into a trade to become a Lender or a Participant. Any such list of Disqualified Institutions and any updates to

the list shall be delivered by the Borrower Representative to the following email address: JPMDQ_Contact@jpmorgan.com .

“ Dollar Equivalent ”: of any amount means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) with respect to any amount denominated in a currency other than Dollars, the equivalent in Dollars of such amount determined at the Exchange Rate on the most recent Calculation Date.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States.

“ Domestic Subsidiary ”: any Subsidiary of the U.S. Borrower organized under the laws of any jurisdiction within the United States.

“ ECF Percentage ”: 50%; provided , that, with respect to each fiscal year of Holdings ending on or after March 31, 2019, the ECF Percentage shall be reduced to (i) 25% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 4.00:1.00 but greater than or equal to 3.50:1.00 and (ii) 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 3.50:1.00.

“ EEA Financial Institution ”: (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Electronic System ”: any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and/or any Issuing Lender and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“ Eligible Assignee ”: (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, (i) a natural person, (ii) a Disqualified Institution and (iii) except pursuant to Section 10.6(f), a Group Member or any other Affiliate of Holdings.

“ Employee Share Acquisition Agreements ”: those certain Share Purchase Agreements, in each case dated as of October 3, 2017, and between 2071827 Alberta Ltd. and the individuals separately identified to the Administrative Agent.

“ Environmental Laws ”: 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 Liability ”: any Liability (including any costs of environmental remediation or indemnities), of any Borrower Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

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

“ ERISA Event ”: any of the following: (a) a Reportable Event 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 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) 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.

“ EU Bail-In Legislation Schedule ”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ Euro ”: the single currency of participating member states of the European Union.

“ Eurocurrency Reserve Requirements ”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“ Eurodollar Base Rate ”: with respect to any Eurodollar Loan for any Interest Period, a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate (or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “ LIBO Screen Rate ”) as of the Specified Time on the Quotation Day for such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , that with respect to an Impacted Interest Period, the Eurodollar Base Rate shall be the Interpolated Rate at such time (provided that if the Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement).

“ Eurodollar Loans ”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“ Eurodollar Rate ”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula:

; provided that the Eurodollar Rate in respect of Revolving Loans shall be no less than 0.0% per annum and the Eurodollar Rate in respect of Term B Loans shall be no less than 1.0% per annum.

“ Eurodollar Tranche ”: the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ”: any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”: for any fiscal year of Holdings, the excess, if any, of

(a)     the sum, without duplication, of:

(i)     Consolidated Net Income for such fiscal year,

(ii)     the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income,

(iii)     the aggregate net amount of non-cash loss on the Disposition of property by the Group Members during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, and

(iv)    the aggregate amount of expenditures that are expensed in such fiscal year and were deducted from Excess Cash Flow in a prior period pursuant to clause (b)(ix),

over

(b)     the sum, without duplication of:

(i)     the amount of all non-cash credits included in arriving at such Consolidated Net Income,

(ii)     the aggregate amount actually paid by the Group Members in cash during such fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount, the Net Cash Proceeds of the issuance of any Capital Stock or the Available Amount),

(iii)     the aggregate amount of all principal payments of Funded Debt (other than (x) prepayments of the Term Loans, (y) payments of Revolving Loans or Swingline Loans or (z) payments on any revolving loans (other than the Revolving Loans or Swingline Loans) unless such payments are accompanied by a corresponding permanent reduction of revolving commitments in respect thereof) of the Group Members made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder),

(iv)     the aggregate net amount of non-cash gain on the Disposition of property by the Group Members during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income,

(v)     without duplication of amounts deducted from Excess Cash Flow in prior fiscal years and without duplication of amounts deducted in arriving at Consolidated Net Income, the aggregate amount actually paid by the Group Members in cash during such fiscal year on account of Investments pursuant to Section 7.8(q), Section 7.8(r), Section 7.8(v) and Section 7.8(w) (in each case, excluding the principal amount of Indebtedness

incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount or the Net Cash Proceeds of the issuance of any Capital Stock),

(vi)     the aggregate amount of Restricted Payments made by the Group Members during such fiscal year pursuant to Section 7.6(c), Section 7.6(d), Section 7.6(e), Section 7.6(g) and Section 7.6(h),

(vii)    cash payments by the Group Members during such period in respect of long-term liabilities of the Group Members other than Indebtedness,

(viii)    the aggregate amount of any premium, make whole or penalty payments, actually paid in cash by the Group Members during such period that are required to be made in connection with any prepayment of Indebtedness,

(ix)    the aggregate amount of expenditures actually made by the Group Members in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period); provided that such expenditures may not be deducted from Excess Cash Flow in the period in which they are expensed, and

(x)    without duplication of amounts deducted from Excess Cash Flow in prior fiscal years, the aggregate consideration required to be paid in cash by the Group Members pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such period relating to Permitted Acquisitions (or similar Investments) and Capital Expenditures, in each case to be consummated or made during the period of four consecutive fiscal quarters of Holdings following the end of such period (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount, the Net Cash Proceeds of the issuance of any Capital Stock or the Available Amount); provided that to the extent the aggregate amount of cash actually utilized for such Permitted Acquisition (or similar Investment) or Capital Expenditure during such period of four consecutive fiscal quarters of Holdings is less than the Contract Consideration, the amount of such shortfall shall be added in the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters.

“ Excess Cash Flow Application Date ”: as defined in Section 2.11(c).

“ Excess Cash Flow Period ”: each fiscal year of Holdings, commencing with the fiscal year ending March 31, 2019.

“ Exchange Rate ”: with respect to (a) any Closing Date Foreign Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with such Closing Date Foreign Currency in the London foreign exchange market at or about 11:00 a.m. London

time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such other information service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (b) any other currency (other than Dollars and a Closing Date Foreign Currency), the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.

“ Excluded Assets ”:

(a) real property and any leasehold rights and interests in real property;

(b) any motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a UCC or PPSA financing statement or equivalent;

(c) any rights or interest in any lease, contract, license or license agreement covering personal property or real property and/or such assets subject thereto, so long as under the terms of such lease, contract, license or license agreement, or applicable law with respect thereto, the grant of a security interest or hypothec (if applicable) or Lien therein for the benefit of the Secured Parties (1) is prohibited, (2) would reasonably be expected to result in the loss of rights thereon or create a default thereunder, (3) would give any other party to such lease, contract, license or license agreement, instrument or indenture the right to terminate its obligations thereunder, or (4) is permitted only with the consent of another party (other than a Group Member, but including any Governmental Authority) (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided that, this exclusion shall in no way be construed to apply to the extent such prohibition is unenforceable or ineffective under the UCC, PPSA, Civil Code of Quebec or any other law, rule or regulation (including any Debtor Relief Law) or so as to limit, impair or otherwise affect the unconditional continuing security interests in and Liens for the benefit of the Secured Parties upon any rights or interests in or to monies due or to become due under any such lease, contract, license or license agreement (including any receivables);

(d) any assets that are subject to a Lien permitted under Section 7.2(g) if the contract or other agreement in which the Lien is granted (or the documentation providing for the Indebtedness secured thereby) prohibits the creation of any other Lien on such assets or requires the consent of another party (other than a Loan Party or any of its Subsidiaries) and such prohibition has not been or is not waived or the consent of the other party to contract or other agreement has not been or is not otherwise obtained;

(e) any voting shares of any Foreign Subsidiary or CFC Holdco other than 65% of all of the issued and outstanding voting Capital Stock in any Foreign Subsidiary or CFC Holdco directly owned by a U.S. Loan Party;

(f) any application for registration of a trademark filed in the United States Patent and Trademark Office on an intent to use basis to the extent that the grant of a security interest in any such trademark application would adversely affect the validity or enforceability or result in cancellation or voiding of such trademark application, provided, however, that such trademark applications shall be considered Collateral upon the filing of a Statement of Use or when an Amendment to Allege Use has been filed and accepted in the United States Patent and Trademark Office;

(g) company-owned life insurance policies with respect to the employees of any Loan Party or any of its Subsidiaries;

(h) Excluded Deposit Accounts; and

(i) assets as to which Administrative Agent and the Borrower Representative agree in writing that the cost of creating or perfecting a pledge of, or a security interest in, such assets is excessive in relation to the value of the security to be afforded thereby.

“ Excluded Deposit Accounts ”: (a) any deposit account (i) established solely as a payroll account and other zero-balance disbursement account or (ii) held in a fiduciary capacity and established in connection with employee benefit plans in the ordinary course of business or pursuant to applicable legal requirements, (b) any withholding tax, benefits, escrow, customs, trust or any other fiduciary account and (c) Cafeteria Plan Flex Accounts.

“ Excluded Canadian Subsidiary ”: (a) any Canadian Subsidiary that is an Immaterial Subsidiary and (b) any Canadian Subsidiary whose direct or indirect parent is a non-Canadian Subsidiary of the Canadian Borrower.

“ Excluded Domestic Subsidiary ”: (a) any Domestic Subsidiary that is an Immaterial Subsidiary, (b) any CFC Holdco and (c) any Domestic Subsidiary whose direct or indirect parent is a Subsidiary of the U.S. Borrower that is a Foreign Subsidiary or a CFC Holdco.

“ Excluded Swap Obligation ”: with respect to any Loan Party, (a) any Swap Obligation if, and to the extent that, and only for so long as, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Loan Party becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Loan Party as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal

or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

“ Excluded Taxes ”: any of the following Taxes imposed on or with respect to a Credit Party or required to be withheld or deducted from a payment to a Credit Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Credit Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Representative under Section 2.22) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.19, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Credit Party’s failure to comply with Section 2.19(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ”: Amended and Restated Credit Agreement, dated as of April 13, 2013, by and among Thermon Industries, Inc., the Canadian Borrower, the other parties thereto designated as “Credit Parties”, JPMorgan Chase Bank, N.A., as US revolving lender, a US term lender, the US swingline lender and a US l/c issuer, and as US agent, JPMorgan Chase Bank, N.A., Toronto Branch, as a Canadian lender, the Canadian swingline lender, a Canadian l/c issuer and as Canadian agent for all Canadian lenders and the other lenders party thereto, as amended by that certain First Amendment, dated as of June 11, 2014, and that certain Second Amendment, dated as of August 26, 2015.

“ Existing Letter of Credit ”: any Letter of Credit issued by JPMorgan Chase Bank, N.A. under the Existing Credit Agreement that is outstanding on the Closing Date and listed on Schedule 3.1.

“ Extending Lender ”: as defined in Section 2.25(a).

“ Extension Agreement ”: an Extension Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among Holdings, the U.S. Borrower, the Canadian Borrower (other than in respect of Term Loans), the Administrative Agent and one or more Extending Lenders, effecting an Extension Amendment and such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.25.

“ Extension Amendment ”: an amendment to this Agreement and the other Loan Documents, effected in connection with an Extension Offer pursuant to Section 2.25, providing for an extension of the Maturity Date applicable to the Extending Lenders’ Loans and/or Commitments of the applicable Affected Facility (such Loans or Commitments being referred to as the “ Extended Loans ” or “ Extended Commitments ”, as applicable) and, in connection therewith, (a) an increase or decrease in the rate of interest accruing on such Extended Loans, (b) in the case of Extended Loans that are Term Loans of any Facility, a modification of the scheduled amortization applicable thereto, provided that the weighted average life to maturity of such Extended Loans shall be no shorter than the remaining weighted average life to maturity

(determined at the time of such Extension Offer) of the Term Loans of such Facility, (c) a modification of voluntary or mandatory prepayments applicable thereto (including prepayment premiums and other restrictions thereon), provided that in the case of Extended Loans that are Term Loans, such requirements may provide that such Extended Loans may participate in any mandatory prepayments on a pro rata basis (or on a basis that is less than a pro rata basis) with the Loans of the applicable Affected Facility, but may not provide for prepayment requirements that are more favorable than those applicable to the Loans of the applicable Affected Facility, (d) an increase in the fees payable to, or the inclusion of new fees to be payable to, the Extending Lenders in respect of such Extension Offer or their Extended Loans or Extended Commitments and/or (e) an addition of any affirmative or negative covenants applicable to the Group Members, provided that any such additional covenant with which the Group Members shall be required to comply prior to the Latest Maturity Date in effect immediately prior to such Extension Amendment for the benefit of the Extending Lenders providing such Extended Loans or Extended Commitments shall also be for the benefit of all other Lenders.

“ Extension Offer ”: as defined in Section 2.25(a).

“ Facility ”: each of (a) the Term B Commitments and the Term B Loans made thereunder (the “ Term B Facility ”), (b) the Revolving Commitments and the extensions of credit made thereunder (the “ Revolving Facility ”) and (c) Incremental Term Loans with the same terms (each, an “ Incremental Term Facility ”). Additional Facilities may be established pursuant to Section 2.25 and Section 2.26, and there may be multiple Incremental Term Facilities outstanding.

“ FATCA ”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“ Federal Funds Effective Rate ”: for any day, the rate calculated by the NYFRB based on such day’s Federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Fee Payment Date ”: (a) the third Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.

“ Financial Covenant Event of Default ”: as defined in Section 8(c).

“ Financial Covenant Ratio ”: as of any day, the ratio required by Section 7.1(a) in respect of the Applicable Reference Period (e.g., for the Applicable Reference Period ended December 31, 2017, the Financial Covenant Ratio shall be 5.50:1.00).

“ Foreign Benefit Arrangement ”: any employee benefit arrangement mandated by non-US law that is maintained or contributed to by any Loan Party, any ERISA Affiliate or any other entity related to a Loan Party on a controlled group basis.

“ Foreign Subsidiary ”: any Subsidiary of Holdings that is not a Domestic Subsidiary.

“ Foreign Plan ”: each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject to US law and is maintained or contributed to by any Loan Party, or ERISA Affiliate or any other entity related to a Loan Party on a controlled group basis.

“ Foreign Plan Event ”: with respect to any Foreign Benefit Arrangement or Foreign Plan, (a) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Benefit Arrangement or Foreign Plan; (b) the failure to register or loss of good standing with applicable regulatory authorities of any such Foreign Benefit Arrangement or Foreign Plan required to be registered; or (c) the failure of any Foreign Benefit Arrangement or Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Benefit Arrangement or Foreign Plan.

“ Funded Debt ”: as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrowers, Indebtedness in respect of the Loans.

“ Funding Office ”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower Representative and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 4.1(b). In the event that any “ Accounting Change ” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower Representative and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Group Members shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower Representative, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as

if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“ Governmental Authority ”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“ Group Members ”: the collective reference to Holdings and the Borrower Parties.

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets or any Investment permitted under this Agreement. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower Representative in good faith.

“ Hazardous Materials ”: 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 ”: as defined in the preamble hereto.

“ Holdings Loans ”: intercompany loans made by the U.S. Borrower to Holdings to the extent that, at the time such loan is made, a Restricted Payment from the U.S. Borrower to Holdings would be permitted under Section 7.6 and provided that (i) the proceeds of such loans are used for the purposes specified in Section 7.6, (ii) at the request of the Administrative Agent, such loans are evidenced by promissory notes which are pledged pursuant to the U.S. Guarantee and Collateral Agreement and (iii) such Holdings Loan shall be treated as a Restricted Payment for purposes of this Agreement, including determining compliance with Section 7.6.

“ Immaterial Subsidiary ”: at any date, any Subsidiary of Holdings (other than a Borrower) that, together with its consolidated Subsidiaries (i) does not, as of the last day of the fiscal quarter of Holdings most recently ended on or prior to such date for which financial statements have been delivered pursuant to Section 6.1 (or, prior to the delivery of any such financial statements, the Reference Period ended September 30, 2017), have assets with a value in excess of 5.0% of the Consolidated Total Assets and (ii) did not, during the period of four consecutive fiscal quarters of Holdings most recently ended on or prior to such date for which financial statements have been delivered pursuant to Section 6.1 (or, prior to the delivery of any such financial statements, the Reference Period ended September 30, 2017), have revenues exceeding 5.0% of the total revenues of Holdings and its consolidated Subsidiaries; provided that, the aggregate assets or revenues of all Immaterial Subsidiaries, determined in accordance with GAAP, may not exceed 10.0% of Consolidated Total Assets or consolidated revenues, respectively, of Holdings and its consolidated Subsidiaries, collectively, at any time (and the Borrower Representative will, within 30 days after the date on which the financial statements for such Reference Period have been delivered pursuant to Section 6.1, designate in writing to the Administrative Agent the Subsidiaries which will cease to be treated as “Immaterial Subsidiaries” in order to comply with the foregoing limitation). 

“ Impacted Interest Period ”: with respect to any Eurodollar Loan or CDOR Loan, an Interest Period in which the LIBO Screen Rate or CDOR Screen Rate, as applicable, is not available.

“ Increased Facility Activation Date ”: any Business Day on which any Lender shall execute and deliver to the Administrative Agent an Increased Facility Activation Notice pursuant to Section 2.24(a).

“ Increased Facility Activation Notice ”: a notice substantially in the form of Exhibit G-1 or G-2, as applicable.

“ Increased Facility Closing Date ”: any Business Day designated as such in an Increased Facility Activation Notice.

“ Incremental Acquisition Debt ”: an Incremental Term Facility or Incremental Equivalent Debt (a) the making of which is conditioned upon the consummation of, and the proceeds of which will be used to finance, a Limited Condition Acquisition and (b) which has been designated as (i) in the case of an Incremental Term Facility, “Incremental Acquisition Debt” by the Borrower Representative, the Administrative Agent and the applicable Incremental Term Lenders in the applicable Increased Facility Activation Notice and (ii) in the case of Incremental Equivalent Debt, “Incremental Acquisition Debt” by the Borrower Representative.

“ Incremental Equivalent Debt ”: Indebtedness of the U.S. Borrower in the form of one or more series of secured or unsecured bonds, debentures, notes or similar instruments or term loans; provided that any such Incremental Equivalent Debt (a) to the extent secured, (i) in the case of bonds, debentures, notes or similar instruments, shall be secured by Liens on the Collateral on a pari passu (but without regard to the control of remedies) or junior basis to the Liens on the Collateral securing the Obligations of the U.S. Borrower, (ii) in the case of loans, shall be secured by Liens on the Collateral on a junior basis to the Liens on the Collateral securing the Obligations of the U.S. Borrower, (iii) shall not be secured by any Lien on any asset of the Group Members that does not also secure the Obligations of the U.S. Borrower, (iv) shall have security agreements relating thereto which are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (v) shall be subject to an Intercreditor Agreement entered into by the holders thereof or a trustee, collateral agent, security agent or similar Person, acting on behalf of the holders thereof, (b) shall not be guaranteed by any Group Member other than the U.S. Loan Parties and any other Group Member that guarantees the Obligations of the U.S. Borrower, (c) shall mature no earlier than the Latest Maturity Date in effect at the time of incurrence of such Incremental Equivalent Debt (or, in the case of Incremental Equivalent Debt in the form of bonds, debentures, notes or similar instruments, 91 days after the Latest Maturity Date in effect at the time of incurrence of such Incremental Equivalent Debt), (d) shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of the Facility of Term Loans with the Latest Maturity Date in effect at the time of incurrence of such Incremental Equivalent Debt, (e) in the case of Incremental Equivalent Debt in the form of bonds, debentures, notes or similar instruments, shall not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, asset sale, or fundamental change and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange in the case of convertible or exchangeable Indebtedness) prior to the date that is 91 days after the Latest Maturity Date in effect at the time of incurrence of such Incremental Equivalent Debt and (f) contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions as reasonably determined by the U.S. Borrower (it being understood and agreed that any such Indebtedness in the form of bonds, debentures, notes or similar instruments shall not include any financial maintenance covenants and that applicable negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken as a whole (other than interest rates, rate floors, fees, call protection and optional prepayment or redemption terms), are not more favorable to the lenders or investors, as the case may be, providing such Incremental Equivalent Debt than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time of incurrence of such Incremental Equivalent Debt).

“ Incremental Revolving Commitments ”: any increased Revolving Commitments established pursuant to Section 2.24(a).

“ Incremental Term Facility ”: as defined in the definition of “Facility”.

“ Incremental Term Lenders ”: (a) on any Increased Facility Activation Date relating to Incremental Term Loans, the Lenders signatory to the relevant Increased Facility Activation Notice and (b) thereafter, each Lender that is a holder of an Incremental Term Loan.

“ Incremental Term Loans ”: any term loans made pursuant to Section 2.24(a).

“ Incremental Term Maturity Date ”: with respect to the Incremental Term Loans to be made pursuant to any Increased Facility Activation Notice, the maturity date specified in such Increased Facility Activation Notice, which date shall not be earlier than the final maturity of the Term B Loans.

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (i) trade payables incurred in the ordinary course of such Person’s business and (ii) earn-out obligations or contingent obligations consisting of purchase price adjustments, in each case of this clause (ii) until such obligations become a liability on the balance sheet of such Person in accordance with GAAP), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all obligations of such Person in respect of Disqualified Capital Stock, (h) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product, (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above, (j) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (k) for the purposes of Section 8(e) only, all obligations of such Person in respect of Swap Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“ Indemnified Taxes ”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, industrial designs, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Intercreditor Agreement ”: (a) in respect of Indebtedness intended to be secured by some or all of the Collateral on a pari passu basis with the Obligations, an intercreditor agreement reasonably acceptable to the Administrative Agent and entered into by the Administrative Agent, the terms of which are consistent with market terms governing security arrangements for the sharing of Liens on a pari passu basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such Liens, as reasonably determined by the Administrative Agent and the Borrower Representative, and (b) in respect of Indebtedness intended to be secured by some or all of the Collateral on a junior priority basis with the Obligations, an intercreditor agreement reasonably acceptable to the Administrative Agent and entered into by the Administrative Agent, the terms of which are consistent with market terms governing security arrangements for the sharing of Liens on a junior basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such Liens, as reasonably determined by the Administrative Agent and the Borrower Representative (including a customary standstill provision).

“ Interest Payment Date ”: (a) as to any ABR Loan or Canadian Prime Loan (other than, in each case, any Swingline Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan or CDOR Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Loan (other than any Revolving Loan that is an ABR Loan or Canadian Prime Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.

“ Interest Period ”: as to any Eurodollar Loan or CDOR Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan or CDOR Loan and ending (x) in the case of a Eurodollar Loan, one, two, three or six (or, if agreed to by all Lenders under the relevant Facility twelve) months thereafter and (y) in the case of a CDOR Loan, one, two or three months thereafter, in each case as selected by the applicable Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan or CDOR Loan, as applicable and ending (x) in the case of a Eurodollar Loan, one, two, three or six (or, if agreed to by all Lenders under the relevant Facility twelve) months thereafter and (y) in the case of a CDOR Loan, one, two or three months thereafter, in each case as selected by the applicable Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with

respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)    if any Interest Period would otherwise end on a day that is not a Business Day, such 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;

(ii)    the applicable Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date or beyond the date final payment is due on the relevant Term Loans, as the case may be; and

(iii)    any Interest Period 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 a calendar month.

“ Interpolated Rate ”: at any time, the rate per annum (rounded to the same number of decimal places as the applicable Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate (for the longest period for which such Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate (for the shortest period for which such Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, as of the Specified Time on the Quotation Day for such Interest Period. When determining the rate for a period which is less than the shortest period for which the applicable Screen Rate is available, the Screen Rate for purposes of clause (a) above shall be deemed to be (i) in respect of Dollars, the overnight rate for Dollars determined by the Administrative Agent from such service as the Administrative Agent may select and (ii) in respect of Canadian Dollars, the overnight rate for Canadian Dollars determined by the Administrative Agent from such service as the Administrative Agent may select.

“ Investments ”: as defined in Section 7.8.

“ IRS ”: the United States Internal Revenue Service.

“ Issuing Lender ”: each of JPMorgan Chase Bank, N.A. and any other Revolving Lender approved by the Administrative Agent and the Borrower Representative that has agreed in its sole discretion to act as an “Issuing Lender” hereunder, or any of their respective affiliates, in each case in its capacity as issuer of any Letter of Credit. Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant Issuing Lender.

“ ITA ”: the Income Tax Act (Canada).

“ Junior Indebtedness ”: as defined in Section 7.9.

“ Latest Maturity Date ”: at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including in respect of any Incremental Term Facility and including any Maturity Date that has been extended from time to time in accordance with this Agreement.

“ L/C Commitment ”: $25,000,000.

“ L/C Exposure ”: at any time, the total L/C Obligations. The L/C Exposure of any Revolving Lender at any time shall be its Revolving Percentage of the total L/C Exposure at such time; provided that in the case of Sections 2.6(a) and 3.1(a) when a Defaulting Lender shall exist, the L/C Exposure of any Revolving Lender shall be adjusted to give effect to any reallocation effected pursuant to Section 2.23.

“ L/C Obligations ”: at any time, an amount equal to the Dollar Equivalent of the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“ L/C Participants ”: with respect to any Letter of Credit issued by an Issuing Lender, the collective reference to all the Revolving Lenders other than the Issuing Lender with respect to such Letter of Credit.

“ LCT Election ”: as defined in Section 1.3.

“ LCT Test Date ”: as defined in Section 1.3.

“ Lender Parent ”: with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a Subsidiary.

“ Lender Participation Notice ”: as defined in Section 2.27(c).

“ Lenders ”: as defined in the preamble hereto.

“ Letters of Credit ”: as defined in Section 3.1(a).

“ Liabilities ”: 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.

“ LIBO Screen Rate ”: as defined in the definition of “Eurodollar Base Rate”.

“ Lien ”: any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference,

priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing, but not including the interest of a lessor under a lease which is not a capital lease).

“ Limited Condition Acquisition ”: any acquisition by a Group Member that is permitted pursuant to this Agreement and whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“ Limited Condition Acquisition Agreement ”: with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

“ Loan ”: any loan made by any Lender pursuant to this Agreement.

“ Loan Documents ”: this Agreement, the Security Documents, the Notes, any Extension Agreement, any Refinancing Facility Agreement, any Intercreditor Agreement and any amendment, waiver, supplement or other modification to any of the foregoing.

“ Loan Parties ”: each Group Member that is a party to a Loan Document.

“ Majority Facility Lenders ”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments); provided , however , that determinations of the “Majority Facility Lenders” shall exclude any Commitments or Loans held by any Defaulting Lender.

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

“ Material Acquisition ”: any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Group Members in excess of $15,000,000.

“ Material Adverse Effect ”: a material adverse effect on (a) the business, property, operations or financial condition of the Group Members taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“ Material Disposition ”: any Disposition of property or series of related Dispositions of property under Section 7.5(r) that yields gross proceeds to the Borrower Parties in excess of $15,000,000.

“ Material Group Member ”: any Loan Party and any other Material Subsidiary.

“ Material Subsidiary ”: any Subsidiary that is not an Immaterial Subsidiary.

“ Maturity Date ”: the Term Maturity Date, the Incremental Term Maturity Date with respect to any Incremental Term Facility, the Revolving Termination Date, any extended maturity date with respect to all or a portion of any Facility of Loans or Commitments extended pursuant to an Extension Agreement or any maturity date with respect to any Facility of Loans or Commitments effected pursuant to a Refinancing Facility Agreement, as the context requires.

“ Maximum Incremental Amount ”: as of any date, an amount represented by Incremental Term Loans, Incremental Revolving Commitments and Incremental Equivalent Debt to be established as of such date pursuant to Section 2.24 and/or Section 7.2(g), as applicable, that would not, immediately after giving effect to the establishment thereof (and assuming in the case of any establishment of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), cause the Consolidated Secured Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis as of the date of incurrence of such Indebtedness, to exceed 4.00:1.00 (or, if less, the Financial Covenant Ratio).

“ Minimum Extension Condition ”: as defined in Section 2.25(a).

“ Multiemployer Plan ”: 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.

“ Net Cash Proceeds ”:

(a)     with respect to any Asset Sale or Recovery Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Asset Sale or Recovery Event (including any cash or Cash Equivalents received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price receivable or otherwise, but only as and when so received and, with respect to any Recovery Event, any insurance proceeds or condemnation awards in respect of such Recovery Event actually received by or paid to or for the account of a Group Member) over (ii) the sum of, without duplication, (A) the principal amount, premium or penalty, if any of any Indebtedness that is secured by the applicable asset subject to such Asset Sale or Recovery Event and that is required to be repaid in connection with such Asset Sale or Recovery Event (other than the Loans, any Incremental Equivalent Debt and any Permitted Credit Agreement Refinancing Indebtedness), (B) customary fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by a Group Member in connection with such Asset Sale or Recovery Event, (C) Taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available Tax credits or deductions and any tax sharing arrangements) and (D) in respect of any Asset Sale, any reasonable reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance with GAAP and (2) any liabilities associated with such asset or assets and retained by a Group Member after such sale or other disposition thereof, including pension and other post employment benefit liabilities and liabilities related to

environmental matters or with respect to any indemnification obligations associated with such transaction; provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of such liability) shall be deemed to be Net Cash Proceeds of such Asset Sale received on the date of such reduction; and

(b)     in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the excess, if any, of (i) the sum of cash and Cash Equivalents received from such issuance or incurrence over (ii) attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“ New Lender Supplement ”: as defined in Section 2.24(b).

“ Non-Loan Party ”: any Subsidiary of Holdings that is not a Loan Party.

“ Non-U.S. Lender ”: a Lender that is not a U.S. Person.

“ Not Otherwise Applied ”: in respect of any amount contemplated to be used pursuant to Section 7.6(c), Section 7.6(l), Section 7.8(x) or Section 7.9(a)(viii), such amount has not previously been (and is not currently being) applied to any other use or transaction under any such Section. 

“ Notes ”: the collective reference to any promissory note evidencing Loans.

“ NYFRB ”: the Federal Reserve Bank of New York.

“ NYFRB Rate ”: for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further , that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Obligations ”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrowers to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements and Specified Cash Management Agreements, any affiliate of any Lender at the time such agreement was entered into), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Agreement, any Specified Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal,

interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise.

“ Offered Loans ”: as defined in Section 2.27(c).

“ Organization Documents ”: (a) for any corporation, the certificate, memorandum or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement and any unanimous shareholders’ 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 Capital Stock of a Person.

“ Other Connection Taxes ”: with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other First Lien Secured Indebtedness ”: at any time all Incremental Equivalent Debt secured by Liens on the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations and all Permitted First Priority Refinancing Indebtedness then outstanding.

“ Other Taxes ”: all present or future stamp, court, or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.22).

“ Overnight Bank Funding Rate ”: for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“ Participant ”: as defined in Section 10.6(c).

“ Participant Register ”: as defined in Section 10.6(c).

“ Patriot Act ”: as defined in Section 10.17.

“ PBGC ”: the Pension Benefit Guaranty Corporation established under Section 4002 of ERISA and any successor entity performing similar functions.

“ Pension Plan ”: any Benefit Plan (but not including a Multiemployer Plan) that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (i) which is or was sponsored, maintained or contributed to by, or required to be contributed to by, any Loan Party or any ERISA Affiliate or (ii) with respect to which any Loan Party or any ERISA Affiliate has any actual or contingent liability .

“ Permits ”: 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 ”: the purchase or other acquisition by a Borrower Party of all or a majority of the Capital Stock of, or all or substantially all of the property of, any Person, or of any business, division, product line or business line of any Person; provided that with respect to each purchase or other acquisition (i) after giving effect thereto, the Group Members are in compliance with Section 7.15, (ii) immediately before and immediately after giving effect on a pro forma basis to any such purchase or other acquisition, no Event of Default under Section 8(a) or Section 8(f) shall have occurred and be continuing, (iii) any such newly created or acquired Subsidiary shall, to the extent required by Section 6.10, comply with the requirements of Section 6.10 and (iv) at the time of consummation of such Permitted Acquisition, the Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis as of the date of consummation thereof, is not in excess of 4.50:1.00 (or, if less, the Financial Covenant Ratio).

“ Permitted Acquisition Dispositions ”: on or after the Closing Date, (a) Canadian NewCo will dividend all of the Capital Stock and assets of CCI Thermal Technologies Delaware, Inc., a Delaware corporation, CCI Thermal Technologies Texas, Inc., a Texas corporation and CCI Thermal Technologies Colorado, Inc., a Colorado corporation (collectively, the “ Acquired Subsidiaries ”), up to the Canadian Borrower and (b) the Canadian Borrower will dividend all of the Capital Stock and assets of the Acquired Subsidiaries to the U.S. Borrower.

“ Permitted Credit Agreement Refinancing Indebtedness ”: Indebtedness of the U.S. Borrower or any U.S. Subsidiary Guarantor in the form of term loans (other than, for the avoidance of doubt, Incremental Term Loans or other Term Loans under this Agreement) or bonds, debentures, notes or similar instruments (a) that is either (i) secured by Liens on the Collateral on a pari passu basis (but without regard to the control of remedies) with the Liens on the Collateral securing the Obligations and any Other First Lien Secured Indebtedness and is not secured by any Lien on any asset of the Group Members that does not also secure the Obligations of the U.S. Borrower (any such Indebtedness, “ Permitted First Priority Refinancing Indebtedness ”), (ii) secured by Liens on the Collateral on a junior basis to the Liens on the Collateral securing the Obligations and any Other First Lien Secured Indebtedness and is not secured by any Lien on any asset of the Group Members that does not also secure the Obligations of the U.S. Borrower (any such Indebtedness, “ Permitted Junior Priority Refinancing

Indebtedness ”) or (iii) unsecured, (b) the Net Cash Proceeds of which, substantially concurrently with the incurrence thereof, are applied to the repayment or prepayment of then outstanding Term Loans of any Facility in an aggregate principal amount equal to the aggregate amount of such Permitted Credit Agreement Refinancing Indebtedness (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Loans and any reasonable fees, premium and expenses relating to such refinancing), (c) that, to the extent (i) the Liens securing the Term Loans being prepaid by such Indebtedness were contractually subordinated to any Lien securing any of the Obligations, is not secured by any Lien that is not contractually subordinated to at least the same extent and (ii) the Term Loans being prepaid by any such Indebtedness were unsecured, is unsecured, (d) that is not guaranteed by any Group Member other than the U.S. Loan Parties or any other Group Member that guarantees the Obligations of the U.S. Borrower, (e) that matures no earlier than the Maturity Date in respect of the Term Loans being prepaid, and has a weighted average life to maturity not shorter than the remaining weighted average life to maturity of the Facility of Term Loans being prepaid, (f) that contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions as reasonably determined by the U.S. Borrower (it being understood and agreed that any such Indebtedness in the form of bonds, debentures, notes or similar instruments shall not include any financial maintenance covenants and that applicable negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken as a whole (other than interest rates, rate floors, fees, call protection and optional prepayment or redemption terms), are not more favorable to the lenders or investors, as the case may be, providing such Indebtedness than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect at the time of incurrence of such Permitted Credit Agreement Refinancing Indebtedness) and (g) that, if secured (i) the security agreements relating to which are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (ii) the holders thereof or a trustee, collateral agent, security agent or similar Person, acting on behalf of the holders thereof, shall have become party to an Intercreditor Agreement.

“ Permitted First Priority Refinancing Indebtedness ”: as defined in the definition of “Permitted Credit Agreement Refinancing Indebtedness”.

“ Permitted Junior Priority Refinancing Indebtedness ”: as defined in the definition of “Permitted Credit Agreement Refinancing Indebtedness”.

“ Permitted Refinancing Indebtedness ”: in respect of any Indebtedness (the “ Original Indebtedness ”), any Indebtedness that extends, renews, refunds or refinances such Original Indebtedness (or any Permitted Refinancing Indebtedness in respect thereof); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness shall not exceed the principal amount (or accreted value, if applicable) of such Original Indebtedness except by an amount no greater than accrued and unpaid interest and premium thereon with respect to such Original Indebtedness plus reasonable fees and expenses reasonably incurred relating to such extension, renewal, refunding or refinancing and by an amount equal to any existing commitments unutilized thereunder; (b) other than with respect to a Permitted Refinancing Indebtedness permitted pursuant to Section 7.2(e), the stated final

maturity of such Permitted Refinancing Indebtedness shall not be earlier than that of such Original Indebtedness, and such stated final maturity shall not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes the stated final maturity of such Original Indebtedness; (c) such Permitted Refinancing Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default or a change in control, fundamental change, AHYDO payment or upon conversion or exchange in the case of convertible or exchangeable Indebtedness or as and to the extent such repayment, prepayment, redemption, repurchase or defeasance would have been required pursuant to the terms of such Original Indebtedness) prior to the maturity of such Original Indebtedness; provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated) of such Permitted Refinancing Indebtedness shall be permitted so long as the weighted average life to maturity of such Permitted Refinancing Indebtedness shall be equal to or longer than the weighted average life to maturity of such Original Indebtedness remaining as of the date of such extension, renewal or refinancing; (d) such Permitted Refinancing Indebtedness shall not constitute an obligation (including pursuant to a guarantee) of any Group Member, in each case that shall not have been (or, in the case of after-acquired Subsidiaries, shall not have been required to become pursuant to the terms of the Original Indebtedness) an obligor in respect of such Original Indebtedness, and, in each case, shall constitute an obligation of ay Group Member only to the extent of their obligations in respect of such Original Indebtedness; (e) if such Original Indebtedness shall have been subordinated to the Obligations, such Permitted Refinancing Indebtedness shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Lenders; and (f) such Permitted Refinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the terms thereof) or, in the event Liens securing such Original Indebtedness shall have been contractually subordinated to any Lien securing the Obligations, by any Lien that shall not have been contractually subordinated to at least the same extent.

“ Permitted Reorganization ”: after the Closing Date, the occurrence of one or more of the following: (a) the merger and/or consolidation of Thermon Heat Tracing Services – I, Inc., a Texas corporation, with and into Thermon, Inc., a Texas corporation, (b) the merger and/or consolidation of Thermon Heat Tracing Services – II, Inc., a Texas corporation, with and into Thermon, Inc., a Texas corporation, (c) the conversion of Industrial Process Insulators, Inc., a Texas corporation, into a Texas limited liability company, (d) the merger, consolidation and/or amalgamation of Thermon Benelux B.V. with and into Thermon Europe B.V. and (e) the dividend or distribution of the Capital Stock of Thermon Middle East WLL to Thermon, Inc. by Thermon Europe B.V. and Thermon U.K. Ltd.

“ Permitted Unsecured Indebtedness ”: Indebtedness that (a) is unsecured (and does not benefit from any secured guarantees), (b) is incurred by a U.S. Loan Party (other than Holdings) and is not guaranteed by any Group Member other than the U.S. Loan Parties, (c) matures no earlier than 91 days after the Latest Maturity Date in effect at the time of incurrence thereof, (d) does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control or fundamental change, asset sale and customary acceleration rights after an event of default and AHYDO payments and, for the avoidance of doubt, rights to convert or exchange in the case of convertible or

exchangeable Indebtedness) prior to the date that is 91 days after the Latest Maturity Date in effect at the time of incurrence of such Indebtedness and (e) contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions as reasonably determined by the U.S. Borrower (it being understood and agreed that any such Indebtedness in the form of bonds, debentures, notes or similar instruments shall not include any financial maintenance covenants and that applicable negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken as a whole (other than interest rates, rate floors, fees, call protection and optional prepayment or redemption terms), are not more favorable to the lenders or investors, as the case may be, providing such Indebtedness than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect at the time of incurrence of such Indebtedness).

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ PPSA ”: the Personal Property Security Act (Ontario) and the Regulations thereunder, as from time to time in effect, provided, however, if attachment, validity, opposability, enforcement, effect, perfection or priority of the Administrative 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 (including the Civil Code of Québec) for the purposes of the provisions hereof relating to such attachment, validity, opposability, enforcement, effect, perfection or priority and for the definitions related to such provisions.

“ Prime Rate ”: the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of credit to debtors).

“ Prior Claims ”: all Liens created by applicable law (in contrast with Liens voluntarily granted) which rank or are capable of ranking prior or pari passu with the Administrative Agent’s security interests (or interests similar thereto under applicable law) against all or part of the Collateral of the Canadian Loan Parties, including for amounts owing for employee source deductions, wages, vacation pay, 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.

“ Pro Forma Basis ”: with respect to the calculation of any test or covenant hereunder, such test or covenant being calculated after giving effect to (a) any Material Acquisition, (b) any Material Disposition, and (c) any assumption, incurrence, repayment or other Disposition of Indebtedness (all of the foregoing, “ Applicable Transactions ”) using, for purposes of determining such compliance, the historical financial statements of all entities or assets so acquired or sold (to the extent available) and the consolidated financial statements of Holdings and its Subsidiaries, which shall be reformulated as if all Applicable Transactions during the Applicable Reference Period, or subsequent to the Applicable

Reference Period and on or prior to the date of such calculation, had been consummated at the beginning of such period.

“ Pro Forma Balance Sheet ”: as defined in Section 4.1(a).

“ Projections ”: as defined in Section 6.2(b).

“ Proposed Discounted Prepayment Amount ”: as defined in Section 2.27(b).

“ Public-Sider ”: a Lender whose representatives may trade in securities of any Group Member while in possession of the financial statements provided by Holdings under the terms of this Agreement.

“ Qualified Holding Company Debt ”: unsecured Indebtedness of Holdings that (a) does not benefit from any Guarantee Obligation of any Subsidiary, (b) will not mature prior to the date that is six months after the Latest Maturity Date in effect on the date of issuance or incurrence thereof, (c) has no scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary prepayments in connection with a change of control or AHYDO), (d) does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the date that is six months after the Latest Maturity Date in effect on the date of such issuance or incurrence, (e) that has covenant, default and remedy provisions that are no more restrictive (taken as a whole) to Holdings than those set forth in this Agreement and (f) is subordinated in right of payment to the Obligations on terms reasonably acceptable to the Administrative Agent.

“ Qualifying Lenders ”: as defined in Section 2.27(d).

“ Qualifying Loans ”: as defined in Section 2.27(d).

“ Quebec Security Documents ”: a deed of hypothec executed by any Loan Party from time to time, and any other related documents, bonds, debentures or pledge agreements required to perfect a Lien in favor of the Administrative Agent in the Province of Quebec.

“ Quotation Day ”: with respect to (i) any Eurodollar Loan for any Interest Period, two Business Days prior to the commencement of such Interest Period and (ii) any CDOR Loan for any Interest Period, the first day of such Interest Period; provided that if such day is not a Business Day, then on the immediately preceding Business Day.

“ Real Estate ”: any real property owned, leased, subleased or otherwise operated or occupied by any Group Member.

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“ Reference Period ”: as defined in the definition of “Consolidated EBITDA”.

“ Refinancing Commitment ”: a Refinancing Revolving Commitment or a Refinancing Term Loan Commitment.

“ Refinancing Facility Agreement ”: a Refinancing Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among Holdings, the U.S. Borrower, the Canadian Borrower (in the case of Refinancing Revolving Commitments), the Administrative Agent and one or more Refinancing Lenders, establishing Refinancing Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.26.

“ Refinancing Lenders ”: the Refinancing Revolving Lenders and the Refinancing Term Lenders.

“ Refinancing Loans ”: the Refinancing Revolving Loans and the Refinancing Term Loans.

“ Refinancing Revolving Commitments ” as defined in Section 2.26(a).

“ Refinancing Revolving Lender ”: as defined in Section 2.26(a).

“ Refinancing Revolving Loans ”: as defined in Section 2.26(a).

“ Refinancing Term Lender ”: as defined in Section 2.26(a).

“ Refinancing Term Loan ”: as defined in Section 2.26(a).

“ Refinancing Term Loan Commitments ”: as defined in Section 2.26(a).

“ Refunded Swingline Loans ”: as defined in Section 2.7(c).

“ Register ”: as defined in Section 10.6(b).

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Reimbursement Obligation ”: with respect to any Borrower, the obligation of such Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.11(b) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the U.S. Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer of the U.S. Borrower stating that no Event of Default has occurred and is continuing and that the U.S. Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair assets useful in the business of the Borrower Parties.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring 12 months after such Reinvestment Event and (b) the date on which the U.S. Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in the business of the Borrower Parties with all or any portion of the relevant Reinvestment Deferred Amount.

“ Related Parties ”: with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Releases ”: any actual or 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.

“ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Title IV Plan, other than those events as to which notice is waived pursuant to regulations promulgated under Section 4043 of ERISA as in effect on the date hereof (no matter how such notice requirement may be changed in the future).

“ Repricing Transaction ”: (a) any prepayment of Term B Loans with the proceeds of a substantially concurrent incurrence of long-term bank financing or any other financing similar to the Loans by any Group Member (other than any such incurrence in connection with a Change of Control or Transformative Acquisition) in respect of which the all-in yield is, on the date of such prepayment, lower than the all-in yield on such Term B Loans (with the all-in yield calculated by the Administrative Agent in accordance with standard market practice, taking into account, in each case, any interest rate floors, the Applicable Margin hereunder and the interest rate spreads under such Indebtedness, and any original issue discount and upfront fees applicable to or payable in respect of such Term B Loans and such Indebtedness with the original issue discount and upfront fees being equated to interest rate assuming a four-year life to maturity of such Indebtedness (but excluding arrangement, structuring, underwriting, commitment, amendment or other similar fees regardless of whether paid in whole or in part to any or all lenders of such Indebtedness and any other fees that are not paid generally to all lenders of such Indebtedness)) and (b) any amendment, amendment and restatement or other modification to this Agreement that reduces the all-in yield (calculated as set forth in clause (a) above) of the Term B Loans (other than any such amendment, amendment and restatement or other modification effected in connection with a Change of Control or Transformative Acquisition).

“ Required Lenders ”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then

outstanding; provided , however , that determinations of the “Required Lenders” shall exclude any Commitments or Loans held by any Defaulting Lender.

“ Required Revolving Lenders ”: the Majority Facility Lenders in respect of the Revolving Facility.

“ Requirement of Law ”: as to any Person, any law (including common law), treaty, rule or regulation or determination of an arbitrator or a court or other 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.

“ Reset Date ”: as defined in Section 2.28(a).

“ Responsible Officer ”: with respect to any Person, the chief executive officer, president or chief financial officer of such Person, but in any event (other than with respect to Section 6.7), with respect to financial matters, the chief financial officer of such Person.

“ Restricted Debt Payments ”: as defined in Section 7.9(a).

“ Restricted Payments ”: as defined in Section 7.6.

“ Retained Percentage ”: with respect to any Excess Cash Flow Period, (a) 100% minus (b) the ECF Percentage with respect to such Excess Cash Flow Period.

“ Revolving Commitment ”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original amount of the Total Revolving Commitments is $60,000,000.

“ Revolving Commitment Period ”: the period from and including the Closing Date to the Revolving Termination Date.

“ Revolving Extensions of Credit ”: as to any Revolving Lender at any time, an amount equal to the Dollar Equivalent of the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“ Revolving Facility ”: as defined in the definition of “Facility”.

“ Revolving Lender ”: each Lender that has a Revolving Commitment or that holds Revolving Loans.

“ Revolving Loans ”: as defined in Section 2.4(a).

“ Revolving Percentage ”: as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided , that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis. Notwithstanding the foregoing, when a Defaulting Lender shall exist (i) in the case of Section 2.23, Revolving Percentages shall be determined without regard to any Defaulting Lender’s Revolving Commitment and (ii) in the case of the defined term “Revolving Extensions of Credit” (other than as used in Section 2.23(c)) and Section 2.4(a), Revolving Percentages shall be adjusted to give effect to any reallocation effected pursuant to Section 2.23(c).

“ Revolving Termination Date ”: October 28, 2022.

“ Sanctioned Country ”: at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person ”: at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations Security Council, the government of Canada, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“ Sanctions ”: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the government of Canada, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“ Screen Rate ”: the LIBO Screen Rate or CDOR Screen Rate, as applicable.

“ SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“ Secured Parties ”: the collective reference to the “Secured Parties” as defined in the U.S. Guarantee and Collateral Agreement and the “Secured Parties” as defined in the Canadian Guarantee and Collateral Agreement.