Commitment Letter dated October 3, 2017 by Thermon Industries, Inc., as borrower and JPMorgan Chase Bank, N.A., as Lead Arranger

You have advised JPMorgan Chase Bank, N.A. (“JPMorgan”, “we” or “us”) that Thermon Industries, Inc. (the “Borrower” or “you”) intends to acquire (the “Acquisition”) CCI Thermal Technologies Inc. (the “Target”) and consummate the other transactions described on Exhibit A hereto (the “Transaction Description”). Capitalized terms used but not defined in this commitment letter (this “Commitment Letter”) will have the meanings assigned to them in the Term Sheets (as defined below).

1.     Commitments and Engagements.

In connection with the Transactions, you have advised us that you wish us to provide a senior secured term loan “B” facility in an aggregate amount of $250 million (the “Term Facility”) and a senior secured revolving credit facility in an aggregate amount of $60 million (the “Revolving Facility”; and together with the Term Facility, the “Facilities”), in each case on the terms set forth in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Facilities Term Sheet”).

In connection with the Transactions, JPMorgan is pleased to advise you of JPMorgan’s commitment to provide 100% of the principal amount of the Facilities subject only to the satisfaction of the conditions set forth in (a) the section entitled “Conditions Precedent to Initial Borrowings” in the Facilities Term Sheet, (b) the section entitled “Conditions Precedent to All Borrowings” in the Facilities Term Sheet and (c) the Summary of Additional Conditions Precedent attached hereto as Exhibit C (the “Conditions Exhibit”; and together with the Transaction Description and the Facilities Term Sheet, the “Term Sheets”).

2.     Titles and Roles.

You hereby appoint JPMorgan to act, and JPMorgan hereby agrees to act as lead left arranger and lead left bookrunner for the Facilities (JPMorgan in such capacities, the “Lead Arranger”), upon the terms and subject to the conditions set forth in this Commitment Letter and in the Term Sheets; provided that you agree that JPMorgan may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities LLC. You also hereby appoint JPMorgan to act, and JPMorgan hereby agrees to act, as sole and exclusive administrative agent for the Facilities upon the terms and subject to the conditions set forth in this Commitment Letter and in the Term Sheets (JPMorgan, in such capacities, the “Administrative Agent”); provided that you agree that JPMorgan may perform such responsibilities (or any portion thereof) through its affiliate, JPMorgan Chase Bank, N.A., Toronto Branch. JPMorgan, in such capacities, will perform the duties and exercise the authority customarily performed and exercised by it in such roles.

It is understood and agreed that (a) no additional agents, co-agents, arrangers, co-arrangers, managers, co-managers, bookrunners or co-bookrunners will be appointed and no other titles will be awarded in connection with the Facilities and (b) no compensation (other than as expressly contemplated by the Term Sheets or the Fee Letters referred to below) will be paid in connection with the Facilities, in each case unless you and we so agree in writing; provided, however, that, within 10 business days after the date hereof, you may appoint one financial institution reasonably satisfactory to JPMorgan as a lead arranger for the Facilities and award such financial institution additional agent, co-agent or joint bookrunner titles in a manner and with economics determined by you (it being understood that, to the extent you appoint any additional agent, co-agent or joint bookrunner in respect of the Facilities, such financial institution or one or more of its affiliates shall commit to providing a percentage of the aggregate principal amount of each of the Facilities (which commitment shall be ratable among the Term Facility and the Revolving Facility) at least commensurate with the economics and fees awarded to such financial institution or its affiliates, as applicable, and the commitment and economics of JPMorgan hereunder and under the Fee Letters in respect of the Facilities will be reduced by the amount of the commitments and economics of such appointed entity or its affiliates, as applicable, with respect to the Facilities upon the execution by such financial institution or such affiliate, as applicable, of customary joinder documentation); provided further, however, that in no event will JPMorgan’s commitment in respect of each of the Term Facility and the Revolving Facility be less than 50% of the aggregate principal amount of the Term Facility and the Revolving Facility, respectively. It is further agreed that JPMorgan will have “left” placement on and will appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Facilities, and JPMorgan will perform the roles and responsibilities conventionally understood to be associated with such “left” placement.

3.    Syndication.

The Lead Arranger reserves the right, prior to or after the execution of definitive documentation for the Facilities (the “Facilities Documentation”), to syndicate all or a portion of its commitments hereunder in respect of each of the Facilities to one or more financial institutions reasonably satisfactory to you that will become parties to such definitive documentation pursuant to syndications to be managed by the Lead Arranger (the financial institutions becoming parties to such definitive documentation being collectively referred to herein as the “Lenders”); provided that (a) we agree not to syndicate or participate out our commitments to (i) competitors of you, the Target and your and its respective subsidiaries that have been specified to us by you in writing from time to time and (ii) in the case of clause (i), any of their affiliates that are (A) identified by you in writing from time to time (other than any such affiliate that is affiliated with a financial investor in such person and that is not itself an operating company or otherwise an affiliate of an operating company so long as such affiliate is a bona fide debt fund) or (B) clearly identifiable solely on the basis of the similarity of such affiliates’ name with an entity specified pursuant to clause (i) (clauses (i) and (ii), “Disqualified Lenders”); provided that (x) in no event shall any designation of a Disqualified Lender retroactively disqualify any person who has already become a Lender or participant or entered into a trade to become a Lender or participant and (y) additions to the Disqualified Lender list shall not become effective until three business days after disclosure of such additions to us, and (b) notwithstanding the Lead Arranger’s right to syndicate each of the Facilities and receive commitments with respect thereto, other than with respect to the commitments of any additional agent, co-agent or joint bookrunner appointed in accordance with the immediately preceding paragraph, (i) JPMorgan shall not be relieved, released or novated from its obligations hereunder in respect of the Facilities (including its obligation to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities, including its commitment in respect thereof, until after the initial funding under the Facilities on the Closing Date has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion of JPMorgan’s commitments in respect of the Facilities until after the initial funding under the Facilities on

the Closing Date has occurred and (iii) unless you otherwise agree in writing, JPMorgan shall retain exclusive control over all of its rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until after the initial funding under the Facilities on the Closing Date has occurred. You understand that each of the Facilities may be separately syndicated.

Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that JPMorgan’s commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities constitute a condition to the availability of the Facilities on the Closing Date. The Lead Arranger may decide to commence syndication efforts promptly, and you agree, until the earlier of (x) the date upon which a Successful Syndication (as defined in the Arranger Fee Letter (as defined below)) is achieved and (y) the date that is 60 days after the Closing Date (such earlier date, the “Syndication Date”), to use commercially reasonable efforts to actively assist (and, to the extent not in contravention of the Purchase Agreement, to use your commercially reasonable efforts to cause the Target to actively assist) the Lead Arranger to complete a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your existing banking relationships, (b) direct contact during the syndication efforts between your senior management, representatives and advisors, on the one hand, and the proposed Lenders, on the other hand (and, to the extent not in contravention of the Purchase Agreement, using your commercially reasonable efforts to ensure such contact between senior management of the Target, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and in a manner mutually agreed upon, (c) your assistance (including the use of commercially reasonable efforts to cause the Target to assist to the extent not in contravention of the Purchase Agreement) in the preparation of a Confidential Information Memorandum for each of the Facilities and other customary marketing materials to be used in connection with the syndications in a form customarily delivered in connection with senior secured credit facilities (collectively, the “Information Materials”), (d) the hosting, with the Lead Arranger, of one or more meetings of or telephone conference calls with prospective Lenders at times and locations to be mutually agreed upon, (e) your using commercially reasonable efforts to procure as soon as reasonably practicable, at your expense, ratings for the Term Facility from each of Standard & Poor’s Financial Services LLC (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”), and a public corporate credit rating and a public corporate family rating in respect of Thermon Holding Corp. (“Holdings”) after giving effect to the Transactions from each of S&P and Moody’s, respectively, and (f) prior to the Syndication Date, there being no competing issues, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities of you or your subsidiaries being issued, offered, placed or arranged (other than the Facilities, any indebtedness of the Target or its subsidiaries permitted to be incurred or issued pursuant to the Purchase Agreement and the indebtedness of the Borrowers and their subsidiaries under the revolving portion of the Existing Credit Agreement) without the consent of the Lead Arranger if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the primary syndications of the Facilities (it being understood and agreed that the Holdings’, Target’s and their respective subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings shall be permitted). For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law, rule or regulation, or any obligation of confidentiality binding on you, the Target or your or its respective affiliates (in which case you agree to use commercially reasonable efforts to have any such confidentiality obligation waived, and otherwise in all instances, to the extent practicable and not prohibited by applicable law, rule or regulation, promptly notify us that information is being withheld pursuant to this sentence). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, none of the compliance with the foregoing

provisions of this paragraph or any syndications of the Facilities (including the obtaining of the ratings referenced above) shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

It is understood and agreed that the Lead Arranger will, after consultation with and in a manner reasonably acceptable to you, manage all aspects of the syndications, including but not limited to selection of Lenders (which Lenders shall be reasonably satisfactory to you and shall exclude the Disqualified Lenders), the determination of when the Lead Arranger will approach potential Lenders and the time of acceptance of the Lenders’ commitments (subject to your consent rights set forth in the first paragraph of Section 3 hereof and excluding Disqualified Lenders) and the final allocations of the commitments among the Lenders. You hereby acknowledge that the Lead Arranger will have no responsibility other than to arrange the syndications as set forth herein, the Lead Arranger is acting solely in the capacity of an arm’s-length contractual counterparty to the Borrowers with respect to the arrangement of the Facilities (including in connection with determining the terms of the Facilities) and not as a financial advisor or a fiduciary to, or an agent of, the Borrowers or any other person.

You agree that you will not assert any claim against JPMorgan based on an alleged breach of fiduciary duty by JPMorgan in connection with this Commitment Letter and the transactions contemplated hereby. Additionally, you acknowledge and agree that JPMorgan is not advising you as to any legal, tax, investment, accounting, regulatory or other matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated hereby, and JPMorgan shall have no responsibility or liability to you with respect thereto. Any review by JPMorgan of the Holdings, the Borrowers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of JPMorgan and shall not be on your behalf.

To assist the Lead Arranger in its syndication efforts, you agree to promptly prepare and provide to the Lead Arranger (and use commercially reasonable efforts to cause, to the extent not in contravention of the Purchase Agreement, the Target to prepare and provide) all information with respect to you, the Target and your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby, including financial information as the Lead Arranger may reasonably request in connection with the structuring, arrangement and syndications of the Facilities and (i) customary pro forma financial statements of Holdings and its subsidiaries after giving effect to the Transactions and (ii) customary forecasts of financial statements of Holdings and its subsidiaries for each year commencing with the first fiscal year following the Closing Date for the term of the Facilities (clauses (i) and (ii), collectively, the “Projections”). At the request of the Lead Arranger, you agree to assist the Lead Arranger in preparing an additional version of the Information Materials (the “Public Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of the United States Federal or State or applicable foreign securities laws) with respect to you, the Target, your and its respective affiliates and any of your or its respective securities (such material non-public information, “MNPI”) and who may be engaged in investment and other market-related activities with respect to your, the Target’s or your and its respective affiliates’ securities or loans. Before distribution of any Information Materials, (a) you agree to execute and deliver to the Lead Arranger (i) a customary letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate customary letter in which you authorize distribution of the Public Side Version to Public-Siders and represent that no MNPI is contained therein, provided that in each case such letter shall exculpate you, the Target, your and its respective affiliates with respect to any liability related to the mis-use of the Information Materials or related offering and marketing materials by the recipients thereof and us and our respective affiliates with respect to any liability

related to the use or mis-use of the contents of the Information Materials or related offering and marketing materials by the recipients thereof and (b) you agree to identify that portion of the Information Materials that may be distributed to Public-Siders as not containing MNPI, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (and you agree that, by marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Lead Arranger and the prospective Lenders to treat such Information Materials as not containing MNPI (it being understood that you shall not be under any obligation to mark the Information Materials as “PUBLIC”)). You acknowledge that the Lead Arranger will make available the Information Materials on a confidential basis to the proposed syndicate of Lenders by posting such information on Intralinks, Debt X or SyndTrack Online or by similar electronic means. You agree that the following documents may be distributed to both Private-Siders and Public-Siders, unless you advise the Lead Arranger within a reasonable time after receipt of such materials for review that such materials should only be distributed to Private-Siders: (1) administrative materials prepared by the Lead Arranger for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (2) the Term Sheets and notification of changes in terms and conditions of any Facility and (3) drafts and final versions of the Facilities Documentation. If you so advise the Lead Arranger that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you. You acknowledge that the Lead Arranger’s public-side employees and representatives who are publishing debt analysts may participate in any meetings held pursuant to clause (d) of the third preceding paragraph; provided that such analysts shall not publish any information obtained from such meetings (i) until the syndication of the Facilities has been completed upon the making of allocations by the Lead Arranger freeing the Facilities to trade or (ii) in violation of any confidentiality agreement between you and any other party hereto.

Solely for the purposes described in this paragraph, you hereby authorize JPMorgan to download copies of your trademark logos from its website and post copies thereof on the IntraLinks site or similar workspace established by the Lead Arranger to syndicate the Facilities and use the logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Facilities or in any advertisements (to which you consent, such consent not to be unreasonably withheld) that we may place after the closing of the Facilities in financial and other newspapers, journals, the World Wide Web, home page or otherwise, at our own expense describing our services to the Borrowers hereunder.

4.     Information.

You hereby represent and warrant (with respect to any information or data relating to the Target, the following representations and warranties shall be made solely to your knowledge) that (a) all written information and written data other than the Projections and other forward-looking information and other than information of a general economic or industry specific nature (such information and data, the “Information”) that has been or will be made available to JPMorgan by or on behalf of you or your subsidiaries, or any of your representatives or affiliates, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein (taken as a whole) not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates provided thereto from time to time) and (b) the Projections that have been or will be made available to JPMorgan by or on behalf of you or your subsidiaries, or any of your representatives or affiliates, have been and will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made (it being understood that (i) the Projections are as to future events and are not to be viewed as facts or a guarantee of performance or achievement of any particular results, (ii) the Projections are subject to significant uncertainties and contingencies, many of which are

beyond your control, (iii) no assurance can be given that any particular Projections will be realized and (iv) actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material). You agree that if at any time from and including the date hereof until the later of the Closing Date and the Syndication Date you become aware that the representation and warranty made by you with respect to the Information and Projections contained in the immediately preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will (or with respect to Information and Projections relating to the Target, use commercially reasonable efforts to) promptly supplement the Information and the Projections so that (with respect to Information and Projections relating to the Target and its subsidiaries, to your knowledge) such representation and warranty would be correct, in all material respects, under those circumstances. In arranging the Facilities, including the syndications of the Facilities, JPMorgan (A) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (B) does not assume responsibility for the accuracy or completeness of the Information or the Projections.

5.    Fees.

As consideration for JPMorgan’s commitments and agreements hereunder, you agree to pay to JPMorgan the fees as set forth in (i) the Arranger Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Arranger Fee Letter”) and (ii) the Administrative Agent Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Administrative Agent Fee Letter”; and together with the Arranger Fee Letter, the “Fee Letters”), in each case if and to the extent due and payable. Once paid, except as expressly provided in the Fee Letters or as otherwise agreed in writing, such fees shall not be refundable under any circumstances.

6.     Conditions Precedent.

JPMorgan’s commitment hereunder to fund the Facilities on the Closing Date and the agreement of JPMorgan to perform the services described herein are subject solely to the conditions set forth in (a) the section entitled “Conditions Precedent to Initial Borrowings” in the Facilities Term Sheet, (b) the section entitled “Conditions Precedent to All Borrowings” in the Facilities Term Sheet and (c) the Conditions Exhibit, and upon satisfaction (or waiver by JPMorgan) of such conditions, the initial funding of the Facilities shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letters or the Facilities Documentation.

Notwithstanding anything in this Commitment Letter, the Term Sheets, the Fee Letters, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations and warranties relating to you and your subsidiaries and the Target and its subsidiaries and their respective businesses the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (i) such of the representations and warranties made by the Target with respect to the Target and/or its subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you have (or an affiliate of yours has) the right to terminate your (or its) obligations under the Purchase Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Purchase Agreement (the “Specified Purchase Agreement Representations”) and (ii) the Specified Representations (as defined below) made by you in the Facilities Documentation and (b) the terms of the Facilities Documentation shall be in a form such that they do not impair the availability or funding of the Facilities on the Closing Date if the conditions described in the immediately preceding paragraph are satisfied or waived by JPMorgan (it being understood

that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than the creation of and perfection (including by delivery of stock or other equity certificates, if any) of security interests (i) in the equity interests in the US Borrower, the Canadian Borrower or any of your material domestic subsidiaries (to the extent constituting Collateral under the Facilities Term Sheet and other than in respect of the subsidiaries of the Target, which shall be delivered to the extent made available by the Target on the Closing Date) and (ii) in other assets located in the United States or Canada with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or Personal Property Security Act or by the filing of such other registration or recording evidencing a lien under other applicable personal property security legislation) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability and initial funding of the Facilities on the Closing Date, but instead shall be required to be provided or delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the US Borrower acting reasonably). For purposes hereof, “Specified Representations” means the representations and warranties of you relating to the Loan Parties set forth in the Facilities Documentation relating to organization and powers; authorization, due execution and delivery and enforceability, in each case, relating solely to the entering into and performance of the Facilities Documentation; no conflicts between the Facilities Documentation and your organizational documents immediately after giving effect to the Transactions; Patriot Act, OFAC, FCPA Special Economic Measures Act (Canada), Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); solvency as of the Closing Date (after giving effect to the Transactions and with solvency being determined in a manner consistent with Annex I to the Conditions Exhibit) of you and your subsidiaries on a consolidated basis; the Investment Company Act of 1940; Federal Reserve margin regulations; and subject to the limitations in the immediately preceding sentence, creation, perfection and priority (subject to permitted liens) of security interests and hypothecs (if applicable) in the Collateral. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

7.    Indemnification; Expenses.

By executing this Commitment Letter, you agree (a) to indemnify and hold harmless JPMorgan, its affiliates and each of their respective Related Parties (as defined below) (each, an “indemnified person”) from and against any and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses, joint or several, to which any such indemnified person may become subject to the extent arising out of or in connection with this Commitment Letter, the Term Sheets, the Fee Letters, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such indemnified person is a party thereto or whether a Proceeding is initiated by or on behalf of a third party or you or any of your affiliates, and to reimburse each such indemnified person upon demand for any reasonable and documented out-of-pocket legal expenses of one firm of counsel for all such indemnified persons, taken as a whole, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such indemnified persons, taken as a whole (and, solely in the case of an actual or perceived conflict of interest where the indemnified person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of one additional counsel for such affected indemnified person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected indemnified person) and other reasonable and documented out-of-pocket fees and expenses, in each case incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they (i) are found in a final and non-appealable judgment of a

court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such indemnified person or any of such indemnified person’s Controlled Related Parties (as defined below), (ii) result from a claim brought by you or any of your subsidiaries against such indemnified person or any of such indemnified person’s Controlled Related Parties for material breach of any of its or their respective obligations hereunder if you or such subsidiary has obtained a final and non-appealable judgment in your or its favor on such claim as determined by a court of competent jurisdiction or (iii) result from a proceeding that does not involve an act or omission by you or any of your affiliates and that is brought by an indemnified person against any other indemnified person (other than claims against any arranger, bookrunner or agent in its capacity or in fulfilling its roles as an arranger, bookrunner or agent hereunder or any similar role with respect to the Facilities), and (b) to reimburse JPMorgan upon presentation of a summary statement for all reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented expenses of JPMorgan’s due diligence investigation, consultants’ fees and expenses, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel (such charges and disbursements limited to one firm of counsel and, if necessary, one firm of local counsel in each appropriate jurisdiction)) incurred in connection with the Facilities and the preparation of this Commitment Letter, the Term Sheets, the Fee Letters, the Facilities Documentation and any guarantees and security documentation in connection therewith. As used herein, “Controlled Related Party” means, with respect to any person or entity, (1) any controlling person or controlled affiliate of such indemnified person, (2) the respective directors, officers or employees of such indemnified person or any of its controlling persons or controlled affiliates and (3) the respective agents, advisors and representatives of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (3), acting on behalf of, or at the instructions of, such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlling person, controlled affiliate, director, officer or employee in this sentence pertains to a controlling person, controlled affiliate, director, officer or employee involved in the structuring, arrangement, negotiation or syndication of this Commitment Letter and the Facilities. You shall not be liable for any settlement of any Proceeding effected without your prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your prior written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless each indemnified person from and against any and all losses, claims, damages, penalties, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this paragraph. Notwithstanding any other provision of this Commitment Letter, (1) no indemnified person shall be liable for any damages directly or indirectly arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (except to the extent that any such damages have resulted from the willful misconduct, bad faith or gross negligence of such indemnified person or any of such indemnified person’s Controlled Related Parties (as determined by a court of competent jurisdiction in a final non-appealable judgment)) and (2) none of the indemnified persons, you or the Target or your or its respective subsidiaries or affiliates or the respective directors, officers, employees, advisors, agents or representatives of the foregoing shall be liable for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Term Sheets, the Fee Letters, or the Transactions (including the Facilities and the use of proceeds thereof), or with respect to any activities related to the Facilities, including the preparation of the Commitment Letter, the Term Sheets, the Fee Letters and the Facility Documentation; provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations to the extent set forth in this paragraph. For purposes hereof, “Related Parties” means, with respect to any person, the directors, officers, employees, agents, advisors, representatives and controlling persons of such person.

8.    Sharing Information; Affiliate Activities.

You acknowledge that JPMorgan and its affiliates may be providing debt financing, equity capital or other services (including but not limited to financial advisory services) to other persons or companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither JPMorgan nor any of its affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by JPMorgan or its affiliates of services for other companies, and neither JPMorgan nor any of its affiliates will furnish any such information to other companies. You also acknowledge that JPMorgan has no obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or your or their respective subsidiaries or representatives, confidential information obtained by JPMorgan from any other company or person.

You further acknowledge that JPMorgan is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, JPMorgan may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans) and other obligations of, you, the Target and other companies with which you or the Target may have commercial or other relationships. With respect to any securities and/or financial instruments so held by JPMorgan or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

You further acknowledge that JPMorgan may employ the services of their respective affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to the benefits, and be subject to the obligations, of JPMorgan hereunder. JPMorgan shall be responsible for its affiliates’ failure to comply with such obligations under this Commitment Letter.

9.    Assignments; Amendments; Governing Law, Etc.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto, and such party’s obligations hereunder may not be delegated, without the prior written consent of each other party hereto (such consent not to be unreasonably withheld, conditioned or delayed), and any attempted assignment without such consent shall be null and void. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by JPMorgan and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Commitment Letter. This Commitment Letter, the Term Sheets and the Fee Letters are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

This Commitment Letter, the Term Sheets and the Fee Letters supersede all prior understandings, whether written or oral, between us with respect to the Facilities. This Commitment Letter is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein. THIS COMMITMENT LETTER AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT

OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (A) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED PURCHASE AGREEMENT REPRESENTATION AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU AND ANY OF YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR OR ITS OBLIGATIONS THEREUNDER AND (B) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE PURCHASE AGREEMENT AND THE SHARE PURCHASE AGREEMENTS SHALL, IN EACH CASE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE GOVERNING LAW OF THE PURCHASE AGREEMENT OR THE APPLICABLE SHARE PURCHASE AGREEMENT, AS APPLICABLE, AS IN EFFECT ON THE DATE HEREOF.

Each of the parties hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto or any of their respective affiliates or any of their respective officers, directors, employees, agents and controlling persons in any way relating to the Transactions, this Commitment Letter, the Term Sheets or the Fee Letters or the performance of services hereunder or thereunder, in any forum other than any New York State or Federal court sitting in the Borough of Manhattan in the City of New York or any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by registered mail addressed to such party shall be effective service of process for any suit, action or proceeding brought in any such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such action, litigation or proceeding brought in any such court and any claim that any such action, litigation or proceeding has been brought in any inconvenient forum. Each party hereto hereby agrees that a final judgment in any such action, litigation or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment.

10.    WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE TERM SHEETS, THE FEE LETTERS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO HERBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER AND THE FEE LETTERS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

11.    Binding Obligation.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter and the Term Sheets and as promptly as reasonably practicable, it being acknowledged and agreed that the commitments provided hereunder are subject to conditions precedent as provided herein.

12.    Confidentiality.

You agree that you will not disclose, directly or indirectly, this Commitment Letter, the Term Sheets, the Fee Letters, the contents of any of the foregoing or the activities of JPMorgan pursuant hereto or thereto to any person without the prior approval of JPMorgan, except that you may disclose (a) this Commitment Letter, the Term Sheets, the Fee Letters and the contents hereof and thereof (i) to the Target and your and the Target’s directors, officers, employees, attorneys, accountants, advisors, controlling persons or equity holders directly involved in the consideration of this matter on a confidential and need-to-know basis (provided that any disclosure of the Fee Letters or their terms or substance to the Target or its directors, officers, employees, attorneys, accountants, advisors, controlling persons or equity holders shall be redacted in a manner reasonably satisfactory to JPMorgan), (ii) pursuant to the order of any court or administrative agency or in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law, rule or regulations or as requested by a governmental and/or regulatory authority (in which case you shall promptly notify us, in advance, to the extent lawfully permitted to do so), (iii) in connection with the exercise of remedies to the extent relating to this Commitment Letter, the Term Sheets or the Fee Letters or the enforcement of rights hereunder and thereunder and (iv) to the extent this Commitment Letter, the Term Sheets, the Fee Letters or the contents hereof and thereof become publicly available other than by reason of disclosure by you in breach of this Commitment Letter, (b) this Commitment Letter, the Term Sheets and the contents hereof and thereof (but not the Fee Letters or the contents thereof) (i) to S&P and Moody’s in connection with the Transactions and on a confidential and need-to-know basis and (ii) in any syndication or other marketing materials in connection with the Facilities (including the Information Materials) or, to the extent required by law, in connection with any public filing, (c) the aggregate fee amount contained in the Fee Letters as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts in connection with the Transactions in marketing materials for the Facilities or, to the extent required by applicable law, in any public filing, (d) the Term Sheets and the contents thereof to potential Lenders and (e) generally the existence and amount of commitments hereunder and the identity of JPMorgan.

JPMorgan shall use all non-public information received by it in connection with the Facilities and the Transactions solely for the purposes of providing the services that are the subject of this Commitment Letter, the Term Sheets and the Fee Letters and shall treat confidentially all such information and shall not disclose such information; provided, however, that nothing herein shall prevent JPMorgan from disclosing any such information (a) to ratings agencies on a confidential basis and in consultation with you, (b) to any Lender or participants or prospective Lenders or prospective participants, (c) pursuant to the order of any court or administrative agency or in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case, JPMorgan shall promptly notify you, in advance, to the extent lawfully permitted to do so), (d) upon the request or demand of any regulatory authority having jurisdiction over JPMorgan or any of its affiliates (in which case JPMorgan shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (e) to the Related Parties of JPMorgan who are informed of the confidential nature of such information and are or have been advised of their obligation to keep all such information confidential or are otherwise under a professional or employment duty of confidentiality, and JPMorgan

shall be responsible for each such person’s compliance with this paragraph, (f) to any of its affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential, and JPMorgan shall be responsible for its affiliates’ compliance with this paragraph) solely in connection with the Transactions, (g) to the extent any such information becomes publicly available other than by reason of disclosure by JPMorgan, its affiliates or any of their respective Related Parties in breach of this Commitment Letter, (h) to the extent such information is received by JPMorgan from a third party that is not, to JPMorgan’s knowledge, subject to a confidentiality obligation to you, the Target or any of your or its respective affiliates or related parties with respect to such information, (i) in connection with the exercise of remedies to the extent relating to this Commitment Letter, the Term Sheets or the Fee Letters and (j) pursuant to customary disclosure about the terms of the financings and amendments contemplated hereby in the ordinary course of business to market data collectors and similar service providers to the loan industry for league table purposes; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on the terms set forth in this paragraph or as is otherwise reasonably acceptable to you) in accordance with the standard syndication processes of the Lead Arranger or customary market standards for dissemination of such type of information. The obligations of JPMorgan under this paragraph shall automatically terminate and be superseded by the confidentiality provisions of the Facilities Documentation upon the initial funding thereunder; provided that if not previously terminated, the provisions of this paragraph shall automatically terminate one year following the date of this Commitment Letter.

13.    PATRIOT Act Notification.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001), as subsequently amended and reauthorized) (the “Patriot Act”), that JPMorgan and each of the Lenders may be required to obtain, verify and record information that identifies you, which information may include your name and address, the name and address of each of the Loan Parties and other information that will allow JPMorgan and each of the Lenders to identify you and each of the Loan Parties in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for JPMorgan and each of the Lenders.

14.    Acceptance and Termination.

Please indicate your acceptance of the terms hereof and of the Fee Letters by signing in the appropriate space below and in the Fee Letters and returning to JPMorgan (or its counsel) executed original copies (or facsimiles or other electronic copies in “pdf” or “tif” format thereof) of this Commitment Letter and the Fee Letters not later than 11:59 p.m., New York City time, on October 3, 2017. The commitments and agreements of JPMorgan hereunder will expire at such time in the event that JPMorgan has not received such executed original copies (or facsimiles or other electronic copies in “pdf” or “tif” format thereof) in accordance with the immediately preceding sentence. In the event that (i) the initial borrowing under the Facilities does not occur on or before the date that is two months after the date hereof, (ii) the Purchase Agreement or any Share Purchase Agreement is terminated without the closing of the Acquisition or (iii) the the Acquisition closes without the use of the Facilities, then this Commitment Letter and the commitments hereunder shall automatically terminate unless JPMorgan shall, in its sole discretion, agree to an extension. The syndication, compensation, reimbursement, indemnification, jurisdiction, governing law, waiver of jury trial, no fiduciary relationship and, except as expressly set forth above, confidentiality provisions contained herein and in the Fee Letters shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment

Letter or the commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the Syndication Date and (b) confidentiality) shall automatically terminate and be superseded (in respect of your indemnity obligations, to the extent covered thereby) by the provisions of the Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or JPMorgan’s commitments with respect to the Facilities (or a portion thereof) at any time subject to the provisions of the immediately preceding sentence.

(b)    The proceeds of the Term Facility will be applied as follows:

(i) to refinance certain existing indebtedness of the US Borrower and the Target,

(ii) a portion thereof will be on-lent to the Canadian Borrower (the “Intercompany Loan”), which Intercompany Loan shall be on terms reasonably satisfactory to the Lead Arranger,

(iii) to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the “Transaction Costs”) and

(iv) for general corporate purposes.

(c)    The proceeds of the Intercompany Loan will be contributed in cash to a newly-formed wholly owned Canadian direct subsidiary of the Canadian Borrower (“Newco”), and Newco will use such proceeds to pay the cash consideration for the Acquisition and certain Transaction Costs. Immediately after giving effect to the Acquisition, Newco will be amalgamated with the Target. Newco will remain a wholly owned Canadian direct subsidiary of the Canadian Borrower.

(d)    Newco will dividend to the Canadian Borrower the US assets that are acquired in the Acquisition. Such US assets will be divested from the Canadian Borrower to the US Borrower as repayment of a portion of the Intercompany Loan.

1.The terms of (i) the Purchase Agreement (including all exhibits, schedules, annexes and other attachments thereto and other agreements related thereto) and (ii) the Share Purchase Agreements (including all exhibits, schedules, annexes and other attachments thereto and other agreements related thereto), and, in each case, all related documents shall be reasonably satisfactory to the Lead Arranger. The Acquisition shall be consummated prior to or substantially simultaneously with the closing of the Facilities in accordance with applicable law, the Purchase Agreement and the Share Purchase Agreements and all other related documentation (without giving effect to any amendments, consents or waivers to or of such documents that are materially adverse to the Lenders and not consented to by the Lead Arranger (such consent not to be unreasonably withheld, delayed or conditioned)) (it being understood and agreed that any decrease in the cash consideration in respect of the Acquisition of less than 10% shall not be deemed to be a modification which is materially adverse to the Lenders, but any such reduction in the cash consideration shall be applied to a dollar-for-dollar reduction to the Term Facility). The Specified Purchase Agreement Representations shall be true and correct in all respects and the Specified Representations shall be true and correct in all material respects.

2.Since December 31, 2016, there shall not have been any occurrence, event, change, effect or development that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Target.

3.The term facility outstanding under the Existing Credit Agreement shall have been repaid in full (or shall be repaid in full substantially simultaneously with the closing of the Facilities), the existing material indebtedness of the Target shall have been repaid in full (or shall be repaid in full substantially simultaneously with the closing of the Facilities) and Holdings and its subsidiaries (including the Target and its subsidiaries) shall have no other material debt for borrowed money other than the Facilities.

4.The Lenders shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings for each subsequent fiscal quarter ended at least 45 days before the Closing Date (and comparable periods for the prior fiscal year); provided that the filing of the required financial statements on Form 10-K and Form 10-Q within such time periods by Holdings will satisfy the requirements of this paragraph 4.

5.The Lenders shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Target for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Target for each subsequent fiscal quarter ended at least 45 days before the Closing Date (and comparable periods for the prior fiscal year).

6.The Lenders shall have received a pro forma consolidated balance sheet of Holdings and its subsidiaries as of the last day of the most recent fiscal period for which financial statements were delivered under paragraph 4 above, prepared after giving effect to the Transactions and the other transactions contemplated hereby.

7.The Lenders shall have received a certificate from the chief financial officer of Holdings in substantially the form of Annex II hereto confirming the solvency of Holdings and its subsidiaries on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby.

8.The Administrative Agent shall have received, at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, in each case requested at least 10 business days prior to the Closing Date.

9.All fees required to be paid by the US Borrower on the Closing Date pursuant to the Fee Letters and reasonable and documented out-of-pocket expenses required to be reimbursed by the US Borrower on the Closing Date pursuant to the Commitment Letter shall, upon the initial borrowing under the Facilities, have been paid (which amounts may be offset against the proceeds of the Facilities), to the extent invoiced at least three business days prior to the Closing Date (or such later date as reasonably agreed by the US Borrower).

10.The Administrative Agent shall have received (a) copies of the Facilities Documentation executed by the Borrowers and all documents and instruments required to create or perfect the Administrative Agent’s security interest, or the Canadian Administrative Agent’s security interest or hypothec (if any), as applicable, on behalf of the Lenders and the other Secured Parties (to be defined in a manner to be mutually agreed upon), in the Collateral (in proper form for filing), which shall, in each case, be consistent with the Commitment Letter and the Term Sheets and subject to the Limited Conditionality Provisions and (b) customary legal opinions, customary evidence of authorization, customary officer’s and secretary’s certificates, good standing certificates (to the extent applicable) and customary lien searches.

11.The Lead Arranger (a) shall have received one or more customary confidential information memoranda and other marketing material customarily used for the syndication of the Facilities and (b) shall have been afforded a reasonable period of time to syndicate the Facilities, which in no event shall be less than 15 consecutive business days from the date of delivery of the confidential information memorandum to the Lenders, which period shall, if not ended on or prior to August 18, 2017, not commence until on or after September 5, 2017.

The Intercompany Loan shall be on terms and conditions reasonably satisfactory to the Lead Arranger.

I, the undersigned, the Chief Financial Officer of Thermon Holding Corp. (“Holdings”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), that:

1.    This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section [l] of the Credit Agreement, dated as of [l], 2017 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among [l]. Unless otherwise defined herein, capitalized terms used in this certificate shall have the

meanings set forth in the Credit Agreement.

2.    For purposes of this certificate, the terms below shall have the following definitions:

(a)    “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of Holdings and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b)    “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of Holdings and its Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

(c)    “Stated Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of Holdings and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), determined in accordance with GAAP consistently applied.

(d)    “Identified Contingent Liabilities”

The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of

Holdings and its Subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of Holdings.

(e)    “Can pay their Stated Liabilities and Identified Contingent Liabilities as they mature”

Holdings and its Subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable.

(f)    “Do not have Unreasonably Small Capital”

Holdings and its Subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) have sufficient capital to ensure that it is a going concern.

3.    For purposes of this certificate, I, or officers of Holdings under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a)    I have reviewed the financial statements (including the pro forma financial statements) referred to in Section [l] of the Credit Agreement.

(b)    I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

(c)    As chief financial officer of Holdings, I am familiar with the financial condition of Holdings and its Subsidiaries.

4.    Based on and subject to the foregoing, I hereby certify on behalf of Holdings that after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), it is my opinion that (i) each of the Fair Value and the Present Fair Salable Value of the assets of Holdings and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) Holdings and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) Holdings and its Subsidiaries taken as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

IN WITNESS WHEREOF, Holdings has caused this certificate to be executed on its behalf by the Chief Financial Officer as of the date first written above.