Thermon Holding Corp. Sample Contracts

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...
Indenture • 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.

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Thermon Industries, Inc. $210,000,000 Aggregate Principal Amount of 9.50% Senior Secured Notes due 2017 REGISTRATION RIGHTS AGREEMENT
Registration 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

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2011 • Thermon Holding Corp. • Electrical industrial apparatus

This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of August 1, 2011, between Jay C. Peterson (“Executive”) and Thermon Holding Corp., a Delaware corporation (the “Company”).

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 19, 2013 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,
Credit Agreement • April 23rd, 2013 • Thermon Holding Corp. • Electrical industrial apparatus • Texas

This AMENDED AND RESTATED 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 19, 2013, 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 Credit Parties from time to time party hereto, JPMorgan Chase Bank, N.A., a national banking association (in its individual capacity, “Chase”), as US Agent, US Swingline Lender, a US L/C Issuer and a US Lender, JPMorgan Chase Bank, N.A., Toronto Branch (in its individual capacity, “Chase Canada”) as Canadian Agent, Canadian Swingline Lender, a Canadian L/C Issuer and a Canadian Lender, and all other Lenders from time to time party hereto.

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Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • November 13th, 2012 • Thermon Holding Corp. • Electrical industrial apparatus • Delaware

Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to [__________] (the “Holder”) as of [____________] (the “Grant Date”), pursuant to the terms and conditions of the Thermon Group Holdings, Inc. 2011 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [____] shares of the Company's Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).

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INTERCREDITOR AGREEMENT
Intercreditor 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).

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THERMON GROUP HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Non-Employee Director Restricted Stock Award Agreement • June 20th, 2011 • Thermon Holding Corp. • Electrical industrial apparatus • Delaware

Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of [ ] (the “Grant Date”), pursuant to the terms and conditions of the Thermon Group Holdings, Inc. 2011 Long-Term Incentive Plan (the “Plan”), a restricted stock award (the “Award”) of [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).

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CONFIDENTIAL EMPLOYMENT AGREEMENT
Confidential 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”).

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THERMON GROUP HOLDINGS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • October 22nd, 2010 • Thermon Holding Corp. • Electrical industrial apparatus • 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.

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AMENDED AND RESTATED SECURITYHOLDER AGREEMENT
Securityholder 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”).

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STOCK PURCHASE AGREEMENT by and among THERMON HOLDINGS, LLC, THERMON HOLDING CORP. and THERMON GROUP, INC. Dated as of March 26, 2010
Stock 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.

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CLOSING FEE AGREEMENT
Closing Fee Agreement • September 29th, 2010 • Thermon Holding Corp. • Electrical industrial apparatus • Delaware

THIS CLOSING FEE AGREEMENT (“Closing Fee Agreement”) is made as of April 30, 2010, among Thermon Group, Inc., a Delaware corporation (“Buyer”), and CHS Management V LP, a Delaware limited partnership (the “Advisor”).

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THERMON GROUP HOLDINGS, INC. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Employee Restricted Stock Award Agreement • June 8th, 2012 • Thermon Holding Corp. • Electrical industrial apparatus • Delaware

Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to [NAME] (the “Holder”) as of [DATE] (the “Grant Date”), pursuant to the terms and conditions of the Thermon Group Holdings, Inc. 2011 Long-Term Incentive Plan (the “Plan”), a restricted stock award (the “Award”) of [SHARES] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).

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FIRST SUPPLEMENTAL INDENTURE
First 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).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 12th, 2011 • Thermon Holding Corp. • Electrical industrial apparatus

This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of April 1, 2011, between Johannes van der Salm (“Executive”) and Thermon Holding Corp., a Delaware corporation (the “Company”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 13th, 2010 • Thermon Holding Corp. • Electrical industrial apparatus • Illinois

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 30, 2010 by and among THERMON INDUSTRIES, INC., a Delaware corporation (the “US Borrower”), THERMON CANADA INC., a Nova Scotia company (the “Canadian Borrower”; and, together with the US Borrower, each a “Borrower” and collectively, the “Borrowers”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as US Agent and as a Lender, GE CANADA FINANCING HOLDING COMPANY, as Canadian Agent (together with US Agent, each an “Agent” and collectively, the “Agents”) and as a Lender, and the other LENDERS signatory hereto.

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Performance Unit Award Agreement
Performance Unit Award Agreement • November 13th, 2012 • Thermon Holding Corp. • Electrical industrial apparatus • Delaware

Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to [__________] (the “Holder”) as of [____________] (the “Grant Date”), pursuant to the terms and conditions of the Thermon Group Holdings, Inc. 2011 Long-Term Incentive Plan (the “Plan”), a performance unit award (the “Award”) with respect to [____] shares of the Company's Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).

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FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock 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”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITYHOLDER AGREEMENT
Securityholder Agreement • April 18th, 2011 • Thermon Holding Corp. • Electrical industrial apparatus • Delaware

THIS Amendment No. 1 to the Amended and Restated Securityholder Agreement (this “Amendment”) is made as of April 1, 2011, among Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), CHS Private Equity V LP, a Delaware limited partnership (the “Fund”), CHS Associates V, a Delaware general partnership (“CHS Associates V”), Thompson Street Capital Partners II, L.P., a Delaware limited partnership (“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 TSCP and Crown, the “Co-Investors”).

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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 Agent
Security 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).

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AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock 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”).

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MANAGEMENT SERVICES AGREEMENT
Management 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.”

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AGREEMENT AND PLAN OF MERGER
Merger Agreement • 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.”

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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 Agent
Security Agreement • September 29th, 2010 • Thermon Holding Corp. • Electrical industrial apparatus • 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).

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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 Agent
Guaranty and Security Agreement • September 29th, 2010 • Thermon Holding Corp. • Electrical industrial apparatus • 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).

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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 Agent
Guaranty 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).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG THERMON HOLDING CORP., THERMON MERGER CORP., THERMON INDUSTRIES, INC., RICHARD L. BURDICK, MARK R. BURDICK, BURDICK INTERESTS, LTD., GEORGE ALEXANDER, RODNEY BINGHAM, RICHARD HAGEMAN, DAVID RALPH AND TII...
Merger Agreement • September 29th, 2010 • Thermon Holding Corp. • Electrical industrial apparatus • Texas

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of July 10, 2007, by and among Thermon Holding Corp., a Delaware corporation (“Parent”), Thermon Merger Corp., a Texas corporation and indirect wholly-owned subsidiary of Parent (“Merger Sub”), Thermon Industries, Inc., a Texas corporation (the “Company”), Richard L. Burdick, Mark R. Burdick, Burdick Interests, Ltd., a Texas limited partnership, each of George Alexander, Rodney Bingham, Richard Hageman and David Ralph (each, a “Company Shareholder” and, together with all other holders of the issued and outstanding Common Shares and Options at or prior to the Effective Time, the “Company Shareholders”), and TII Shareholder Representative, LLC, a Texas limited liability company, as the representative of the Company Shareholders for purposes of this Agreement (the “Shareholder Representative”). Parent, Merger Sub, the Company, Burdick Interests, Ltd., Richard L. Burdick, Mark R. Burdick, George Alexander, Rod

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AMENDMENT NO. 2 TO AMENDED AND RESTATED SECURITYHOLDER AGREEMENT
Securityholder Agreement • May 10th, 2012 • Thermon Holding Corp. • Electrical industrial apparatus • Delaware

THIS Amendment No. 2 to the Amended and Restated Securityholder Agreement (this “Amendment”) is made as of May 4, 2012, among Thermon Group Holdings, Inc., a Delaware corporation (the “Company”), CHS Private Equity V LP, a Delaware limited partnership (the “Fund”), CHS Associates V, a Delaware general partnership (“CHS Associates V”), Thompson Street Capital Partners II, L.P., a Delaware limited partnership (“TSCP”), Crown Investment Series LLC–Series 4, a Delaware series limited liability company (“Crown”) (and together with TSCP, the “Co-Investors”).

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