Thermon Industries, Inc. $210,000,000 Aggregate Principal Amount of 9.50% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2010 • Thermon Holding Corp. • New York
Thermon Finance, Inc., a Texas corporation (the “Thermon Finance”), is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”) upon the terms set forth in the Purchase Agreement dated April 23, 2010, by and between Thermon Finance and the Initial Purchasers (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 9.50% Senior Secured Notes due 2017 (each, a “Note” and collectively, the “Notes”). Thermon Finance is issuing the Notes in connection with the acquisition of Thermon Holding Corp., a Delaware corporation, by Thermon Group, Inc., a Delaware corporation and the sole stockholder of Thermon Finance. In connection therewith, Thermon Finance is being merged with and into Thermon Industries, Inc. (the “Company”), a Texas corporation and a wholly owned subsidiary of Thermon Holding Corp., with the Company being the surviving corporation in such merger and becoming the obligor of the Notes by operation of law and pursu
Thermon Finance, Inc. (to be merged with and into Thermon Industries, Inc.), as the Issuer and the Guarantors party hereto aggregate principal amount of 9.50% SENIOR SECURED NOTES DUE 2017 INDENTURE Dated as of April 30, 2010 The Bank of New York...Intercreditor Agreement • August 18th, 2010 • Thermon Holding Corp. • New York
INDENTURE dated as of April 30, 2010, among Thermon Finance, Inc., a Texas corporation, each of the Guarantors (as defined herein) from time to time party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.
CONFIDENTIAL EMPLOYMENT AGREEMENTConfidential Employment Agreement • August 18th, 2010 • Thermon Holding Corp.
This CONFIDENTIAL EMPLOYMENT AGREEMENT (“Agreement”) is effective as of April 30, 2010, between George P. Alexander (“Executive”) and Thermon Holding Corp., a Delaware corporation (the “Company”).
CREDIT AGREEMENT Dated as of April 30, 2010 by and among THERMON INDUSTRIES, INC., as the US Borrower, THERMON CANADA INC., as the Canadian Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL...Credit Agreement • August 18th, 2010 • Thermon Holding Corp. • Illinois
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 30, 2010, by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and each individually, a “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as US Agent for the several financial institutions from time to time party to this Agreement with a US Revolving Loan Commitment (collectively, the “US Lenders” and individually each a “US Lender”) and for itself as a US Lender (including as US Swingline Lender), GE Canada Holding Finance Company, a Nova Scotia unlimited liability company (in its individual capacity, “GE Canada”) as Can
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 18th, 2010 • Thermon Holding Corp. • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of April 30, 2010, by and between the First Lien Agent and the Second Lien Agent (each as defined below).
THERMON GROUP HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 18th, 2010 • Thermon Holding Corp. • Delaware
THIS REPURCHASE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”) AND MAY NOT SOLD UNLESS IT IS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
AMENDED AND RESTATED SECURITYHOLDER AGREEMENTSecurityholder Agreement • August 18th, 2010 • Thermon Holding Corp. • Delaware
This AMENDED AND RESTATED SECURITYHOLDER AGREEMENT (“Agreement”) is made as of April 30, 2010, among Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), CHS Private Equity V LP, a Delaware limited partnership (the “Fund”), each of the Persons listed from time to time on Schedule I attached hereto (each, a “Manager”), each of the Persons listed from time to time on Schedule II attached hereto (each, a “Fund Associate”), each of the Persons (if any) listed from time to time on Schedule III attached hereto (each, a “Lender”), each of the Persons listed from time to time on Schedule IV attached hereto (each, a “Co-Investor”), and each of the Persons listed on Schedule V attached hereto (each, a “Former Owner”), and as to Sections 2.1(b) and (e) only, acknowledged and agreed to by Thermon Holdings, LLC, a Delaware limited liability company (“Seller”), and Thermon Holding Corp, a Delaware corporation (the “Target Company”).
STOCK PURCHASE AGREEMENT by and among THERMON HOLDINGS, LLC, THERMON HOLDING CORP. and THERMON GROUP, INC. Dated as of March 26, 2010Stock Purchase Agreement • August 18th, 2010 • Thermon Holding Corp. • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of March 26, 2010, by and among Thermon Holdings, LLC, a Delaware limited liability company (“Seller”), Thermon Holding Corp., a Delaware corporation (the “Company”), and Thermon Group, Inc., a Delaware corporation (“Buyer”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 18th, 2010 • Thermon Holding Corp. • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of April 30, 2010, among Thermon Industries, Inc., a Texas corporation and a wholly-owned subsidiary of the Parent (as defined below) (the “Successor”), and Thermon Holding Corp., a Delaware corporation (the “Parent”), Thermon Manufacturing Company, a Texas corporation (“TMC”), Thermon Heat Tracing Services, Inc., a Texas corporation (“THT”), Thermon Heat Tracing Services-I, Inc., a Texas corporation (“THT-I”) and Thermon Heat Tracing Services-II, Inc., a Louisiana corporation ( and together with the Parent, TMC, THT and THT-I, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent under the indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture (as defined below).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 18th, 2010 • Thermon Holding Corp.
This FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of April 28, 2010 by and among Thermon Holdings, LLC, a Delaware limited liability company (“Seller”), Thermon Holding Corp., a Delaware corporation (the “Company”), and Thermon Group, Inc. (“Buyer”).
SECURITY AGREEMENT Dated as of April 30, 2010 among THERMON INDUSTRIES, INC., and Each Other Grantor From Time to Time Party Hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral AgentSecurity Agreement • August 18th, 2010 • Thermon Holding Corp. • New York
SECURITY AGREEMENT, dated as of April 30, 2010, by and among Thermon Industries, Inc., a Texas corporation (the “Company”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.6 (collectively with the Company, the “Grantors”), in favor of The Bank of New York Mellon Trust Company, N.A., as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties (as hereinafter defined).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 18th, 2010 • Thermon Holding Corp.
This AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this “Amendment”) is made as of July 12, 2010 by and among Thermon Holdings, LLC, a Delaware limited liability company (“Seller”), Thermon Holding Corp., a Delaware corporation (the “Company”), and Thermon Group, Inc. (“Buyer”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 18th, 2010 • Thermon Holding Corp. • Delaware
This Management Services Agreement (“Management Agreement”) is made as of April 30, 2010, among Thermon Industries, Inc., a Texas corporation (the “Company”), CHS Management V LP, a Delaware limited partnership (“CHS”), Thompson Street Capital Manager LLC, a Delaware limited liability company (“TSCP”), Crown Investment Series LLC – Series 4, a Delaware series limited liability company (“Crown”), and Star Investment Series LLC – Series 1, a Delaware series limited liability company (“Star” and, together with CHS, TSCP, and Crown, the “Advisors.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 18th, 2010 • Thermon Holding Corp. • Texas
THIS AGREEMENT AND PLAN OF MERGER dated effective as of April 30, 2010 (this “Plan of Merger”), is entered into by and between THERMON FINANCE, INC., a Texas corporation (“Thermon Finance”), and THERMON INDUSTRIES, INC., a Texas corporation (“Thermon Industries”). Thermon Finance and Thermon Industries are hereinafter collectively referred to as the “Merging Corporations.”
GUARANTY AND SECURITY AGREEMENT Dated as of April 30, 2010 among THERMON INDUSTRIES, INC., and Each Other Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as US AgentGuaranty and Security Agreement • August 18th, 2010 • Thermon Holding Corp. • Illinois
GUARANTY AND SECURITY AGREEMENT, dated as of April 30, 2010, by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (collectively with the US Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “US Agent”) for the US Lenders, the US L/C Issuers and each other US Secured Party (each as defined in the Credit Agreement referred to below).
