exhibit10_56.htm


     

    Exhibit
10.56


    FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT

     

    This
FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT (this “Agreement”), dated as
of October 30, 2008, is among CABOT MICROELECTRONICS
CORPORATION, a Delaware corporation (the “Company”), the
financial institutions parties to the Credit Agreement described below, as Banks
thereunder, BANK OF AMERICA,
N.A. (in its individual capacity, “Bank of America”), as
successor by merger to LaSalle Bank National Association, in its capacity as
Administrative Agent, Issuing Bank, and Swing Line Bank under such Credit
Agreement, and JPMORGAN CHASE
BANK, N.A., formerly known as Bank One, N.A. (in its individual capacity,
“JPMorgan”), in
its capacity as Syndication Agent under such Credit Agreement.

     

    R E C I T A L
S

     

    A.           The
Company, the Banks, the Administrative Agent, the Issuing Bank, the Swing Line
Bank, and National City Bank of Michigan/Illinois (“National City”), as
the original Syndication Agent thereunder, entered into an Amended and
Restated  Credit Agreement dated as of November 24, 2003 (the “Credit Agreement”),
pursuant and subject to the terms and conditions of which, among other things,
the Banks, the Issuing Bank, and the Swing Line Bank agreed to make loans and
other financial accommodations to the Company.

     

    B.           Concurrently
herewith, with the consent of both the Company and the Administrative Agent (i)
National City is assigning and delegating to JPMorgan all of its Loans and
Revolving Loan Commitment and the title of “Syndication Agent” under the Credit
Agreement and (ii) U.S. Bank National Association is assigning and delegating to
Bank of America all of its Loans and Revolving Loan Commitment under the Credit
Agreement.

     

    C.           The
Company has requested certain amendments to the Credit Agreement.

     

    D.           Subject
to the terms and conditions of this Agreement, the Banks, the Administrative
Agent, the Issuing Bank, the Swing Line Bank, and the Syndication Agent are
willing to agree to the requests of the Company.

     

    NOW, THEREFORE, in
consideration of the mutual agreements contained herein, and subject to the
terms and conditions hereof, the parties hereto hereby agree as
follows:

     

    1.           Incorporation
of Recitals.  The Recitals set
forth above are incorporated herein, are acknowledged by the Company to be true
and correct and are made a part hereof.

     

    2.           Definitions.  All capitalized
terms used but not elsewhere defined herein shall have the respective meanings
ascribed to such terms in the Credit Agreement, as amended by this
Agreement.

     

    3.           Amendments
to Credit Agreement.  The Credit
Agreement is amended as set forth below:

     

    (a)           Preamble
– Amended Definitions.  The Preamble to
the Credit Agreement is amended by deleting the words “LASALLE BANK NATIONAL
ASSOCIATION (in its individual capacity, “LaSalle”), as
administrative agent and issuing bank for the Banks, and NATIONAL CITY BANK OF
MICHIGAN/ILLINOIS, a national banking association (in its individual capacity,
“National
City”), as syndication agent for the Banks” and substituting the words
“BANK OF AMERICA, N.A. (in its individual capacity, “Bank of America”), as
successor by merger to LaSalle Bank National Association (“LaSalle”), as
administrative agent, issuing bank, and swing line bank for the Banks, and
JPMORGAN CHASE BANK, N.A., a national banking association (in its individual
capacity, “JPMorgan”), as
successor to National City Bank of Michigan/Illinois, a national banking
association (“National
City”), as syndication agent for the Banks”.

     

     

    
      
        
        

      

      
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    (b)           Section
1.1 – Amended Definitions.  Section 1.1 of the
Credit Agreement is amended by deleting the current version of the following
definitions and substituting the following versions in lieu
thereof:

     

    Administrative Agent
means Bank of America, in its capacity as administrative agent for the Banks
hereunder, and any successor thereto in such capacity.

     

    Bank – see the
Preamble.  References to the “Banks” shall include
(a) Bank of America, for so long as it holds any Loans or has any Revolving Loan
Commitment hereunder, (b) JPMorgan Chase Bank, N.A., for so long as it holds any
Loans or has any Revolving Loan Commitment hereunder, (c) any Person who becomes
a party hereto pursuant to an Assignment Agreement or a Joinder Agreement, (d)
the Issuing Bank, and (e) the Swing Line Bank; for purposes of clarification
only, to the extent that Bank of America (or any successor Issuing Bank or Swing
Line Bank) may have any rights or obligations in addition to those of the other
Banks due to its status as Issuing Bank or Swing Line Bank, its status as such
will be specifically referenced.

     

    Business Day means
any day on which Bank of America is open for commercial banking business in
Chicago, Illinois and, in the case of a Business Day which relates to a
Eurodollar Loan, on which dealings are carried on in the London interbank
eurodollar market.

     

    Fee Letter Agreement
means the Fee Letter Agreement dated October 30, 2008 between the Company and
the Administrative Agent.

     

    Issuing Bank means
Bank of America, in its capacity as Issuing Bank hereunder, and any successor
thereto in such capacity.

     

    Prime Rate means, for
any day, the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its prime rate (whether or not such rate is
actually charged by Bank of America).  Any change in the Prime Rate
announced by Bank of America shall take effect at the opening of business on the
day specified in the public announcement of such change.

     

    Revolving Loan
Commitment means (a) the commitment of a Bank to make or otherwise fund a
Revolving Loan and (b) the commitment of a New Bank to make or otherwise fund
any New Revolving Loan, and, in each case, to acquire participations in Letters
of Credit and Swing Line Loans hereunder and “Revolving Loan
Commitments” means such commitments of all Banks and New Banks in the
aggregate.  The amount of each Bank’s Revolving Loan Commitment is set
forth on Schedule
2.1 or in the applicable Assignment Agreement or Joinder Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions
hereof.  The aggregate amount of the Revolving Loan Commitments as of
the First Amendment Closing Date is $50,000,000.

     

    Scheduled Termination
Date means October 30, 2011, subject to extension pursuant to Section
2.6.

     

    Swing Line Bank means
Bank of America, in its capacity as Swing Line Bank hereunder, and any successor
thereto in such capacity.

     

    Syndication Agent
means JPMorgan, in its capacity as syndication agent for the Banks hereunder,
and any successor thereto in such capacity.

     

    (c)           Section
1.1 – Additional Definitions.  Section 1.1 of the
Credit Agreement is amended by inserting the following definitions in
appropriate alphabetical order:

     

    Bank of America – see
the Preamble.

     

    First Amendment Closing
Date means October 30, 2008.

     

    JPMorgan – see the
Preamble.

     

     

    
      
        
        

      

      
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    (d)           Section
2.2.2 – Identification of Sub-Paragraphs.  Section 2.2.2 of the
Credit Agreement is amended by inserting the letter “(a)” before the first
paragraph thereof and the letter “(b)” before the second paragraph
thereof.

     

    (e)           Section
2.6 – Renewal Options.  Section 2.6 of the
Credit Agreement is deleted in its entirety and the following is substituted in
lieu thereof:

     

    “2.6           Renewal
Options.

     

    (a)           Subject
to the terms and conditions of this Section 2.6, provided no Unmatured Event of
Default or Event of Default then exists and with the prior written consent of
the Banks (which consent shall not be unreasonably withheld or delayed and shall
not include any requirement of payment of any fee solely on account of the
exercise of such Renewal Option if no other term or provision of this Agreement
or the other Loan Documents is being amended) (i) prior to the second
anniversary of the First Amendment Closing Date the Company may elect to extend
the Scheduled Termination Date from October 30, 2011 to October 30, 2012 (the
“First Renewal
Option”) and (ii) if the Company has properly exercised the First Renewal
Option and the Banks have consented to the extension of the Scheduled
Termination Date from October 30, 2011 to October 30, 2012, prior to the third
anniversary of the First Amendment Closing Date the Company may elect to extend
further the Scheduled Termination Date from October 30, 2012 to October 30, 2013
(the “Second Renewal
Option” and, together with the First Renewal Option, the “Renewal
Options”).  The Company may exercise a Renewal Option solely by
delivering to the Administrative Agent not more than 120 days nor less than 60
days prior to the second anniversary of the First Amendment Closing Date (in the
case of the First Renewal Option) or the third anniversary of the First
Amendment Closing Date (in the case of the Second Renewal Option) written notice
of its election to exercise such Renewal Option.  Each such notice
shall be effective upon receipt by the Administrative Agent and shall be
irrevocable.  Promptly upon receipt of such notice, the Administrative
Agent shall advise the Banks thereof.  Each Bank shall deliver to the
Administrative Agent either its written consent or written refusal to the
applicable extension not later than the date (the “Determination Date”)
which is 30 days prior to the second anniversary of the First Amendment Closing
Date (in the case of the exercise by the Company of the First Renewal Option) or
the third anniversary of the First Amendment Closing Date (in the case of the
exercise by the Company of the Second Renewal Option).  Any Bank which
fails to deliver such written consent to the Administrative Agent not later than
the applicable Determination Date shall be deemed for all purposes irrevocably
to have consented to the applicable extension.  Under no circumstances
shall any Bank be liable to or under any obligation to the Company for the
failure of any other Bank to consent to the applicable extension, and in no
event shall the Scheduled Termination Date be extended unless all Banks consent
to such extension.

     

    (b)           If
any Bank other than Bank of America delivers to the Administrative Agent its
written refusal to any applicable extension as described in the preceding
paragraph (a), then, if no Event of Default has occurred and is continuing, the
Company may designate a Replacement Bank to purchase the Loans of such Bank and
such Bank’s rights hereunder, without recourse to or warranty by, or expense to,
such Bank, for a purchase price equal to the outstanding principal amount of the
Loans payable to such Bank plus any accrued but unpaid interest on such Loans
and all accrued but unpaid fees owed to such Bank and any other amounts payable
to such Bank under this Agreement (excluding, however, in the event the
aggregate Pro Rata Shares of the Banks being replaced are less than 25%, all
amounts, if any, which otherwise would be payable to such Bank pursuant to Section 8.4 hereof),
and to assume all the obligations of such Bank hereunder, and, upon such
purchase and assumption (pursuant to an Assignment Agreement), such Bank shall
no longer be a party hereto or have any rights hereunder (other than rights with
respect to indemnities and similar rights applicable to such Bank prior to the
date of such purchase and assumption) and shall be relieved from all obligations
to the Company hereunder, and the Replacement Bank shall succeed to the rights
and obligations of such Bank hereunder.”

     

    (f)           Upfront
Fees.  Section 5.3 of the
Credit Agreement is deleted in its entirety and the following is substituted in
lieu thereof:

     

    “5.3                      Upfront
Fees.  The Company agrees to pay to the Administrative Agent on
the First Amendment Closing Date an upfront fee as set forth in the Fee Letter
Agreement (and the Administrative Agent agrees to promptly forward to each Bank
a portion of such upfront fee in the amount previously agreed to between the
Administrative Agent and such Bank).  The Company further agrees to
pay to the Administrative Agent on the date each New Revolving Loan Commitment
becomes effective an upfront fee as set forth in the Fee Letter Agreement (and
the Administrative Agent agrees to promptly forward to each New Bank a portion
of such upfront fee in the amount agreed to between the Administrative Agent and
such New Bank).”

     

     

    
      
        
        

      

      
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    (g)           Section
9,14 – Subsidiaries.  Section 9.14 of the
Credit Agreement is deleted in its entirety and the following is substituted in
lieu thereof:

     

    “9.14                      Subsidiaries.  Except
as set forth on Schedule 9.14 hereto, as of the First Amendment Closing Date the
Company has no Subsidiaries.”

     

    (h)           Section
10.6.3 – Minimum Net Worth.  Section 10.6.3 of the
Credit Agreement is deleted in its entirety.

     

    (i)           Section
10.7 – Limitations on Debt.  Clause (a) of
Section 10.7 of
the Credit Agreement is deleted in its entirety and the following is substituted
in lieu thereof:

     

    “(a)           Debt
under this Agreement and the other Loan Documents;”

     

    (j)           Section
10.11 – Mergers, Consolidations, Acquisitions, Sales.  Clause (c)(2) of
Section 10.11
of the Credit Agreement is deleted in its entirety and the following is
substituted in lieu thereof:

     

    “(2)           the
aggregate consideration to be paid by the Company and its Subsidiaries
(including any Debt assumed or issued in connection therewith and the value of
all capital stock issued in connection therewith, the amount thereof to be
calculated in accordance with GAAP) in connection with such Acquisition (or any
series of related Acquisitions) does not exceed $70,000,000 individually and
$150,000,000 in the aggregate when taking into consideration the aggregate
purchase price of all other purchases and acquisitions consummated after the
First Amendment Closing Date;”

     

    (k)           Section
10.11(d) – Mergers, Consolidations, Acquisitions, Sales.  Section 10.11(d) of
the Credit Agreement is deleted in its entirety and the following is substituted
in lieu thereof:

     

    “(d)           sales
and dispositions of assets (including the stock of Subsidiaries) for at least
fair market value (as determined by the Board of Directors of the Company for
any such sale or disposition outside the ordinary course of business) so long as
the net book value of all assets sold or otherwise disposed of prior to the
fifth anniversary of the First Amendment Closing Date does not exceed the
remainder of (1) 10% of the net book value of the consolidated tangible assets
of the Company and its Subsidiaries as of the most recently ended Fiscal Quarter
minus (2) the
aggregate value of all such sales and dispositions since the First Amendment
Closing Date.”

     

    (l)           Section
13.8 – Agents in Individual Capacity.  Section 13.8 of the
Credit Agreement is deleted in its entirety and the following is substituted in
lieu thereof:

     

    “13.8                      Agents in Individual
Capacity.  Bank of America, JPMorgan and their respective
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Company and its Subsidiaries and Affiliates as though Bank of America was not
the Administrative Agent or the Issuing Bank hereunder, JPMorgan was not the
Syndication Agent hereunder and without notice to or consent of the
Banks.  The Banks acknowledge that, pursuant to such activities, Bank
of America, JPMorgan and their respective Affiliates may receive information
regarding the Company or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Company or such
Affiliate) and acknowledge that no Agent shall be under any obligation to
provide such information to them.  With respect to their Loans (if
any),  Bank of America, JPMorgan and their respective Affiliates shall
have the same rights and powers under this Agreement as any other Bank and may
exercise the same as though Bank of America was not the Administrative Agent and
the Issuing Bank, JPMorgan was not the Syndication Agent, and the terms “Bank”
and “Banks” include Bank of America, JPMorgan and their respective Affiliates,
to the extent applicable, in their individual capacities.”

     

     

    
      
        
        

      

      
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    (m)           Pricing
Schedule.  The Pricing
Schedule attached to the Credit Agreement is deleted in its entirety and the
Pricing Schedule attached hereto is substituted in lieu thereof.

     

    (n)           Schedule
2.1 – Banks and Pro Rata Shares.  Schedule 2.1 attached
to the Credit Agreement is deleted in its entirety and Schedule 2.1 attached
hereto is substituted in lieu thereof.

     

    (o)           Schedule
9.6 – Litigation and Contingent Liabilities.  Schedule 9.6 attached
to the Credit Agreement is deleted in its entirety and Schedule 9.6 attached
hereto is substituted in lieu thereof.

     

    (p)           Schedule
9.14 – Subsidiaries.  Schedule 9.14
attached to the Credit Agreement is deleted in its entirety and Schedule 9.14
attached hereto is substituted in lieu thereof.

     

    (q)           Schedule
10.19 – Investments.  Schedule 10.19
attached to the Credit Agreement is deleted in its entirety and Schedule 10.19
attached hereto is substituted in lieu thereof.

     

    (r)           Schedule
14.3 – Addresses for Notices.  Schedule 14.3
attached to the Credit Agreement is deleted in its entirety and Schedule 14.3
attached hereto is substituted in lieu thereof.

     

    (s)           Exhibits
A-1, A-2, B, C, D and F.  Exhibits A-1, A-2, B, C, D, and F attached to the
Credit Agreement are deleted in their entirety and Exhibits A-1, A-2, B, C, D, and F attached hereto are
substituted in lieu thereof.

     

    4.           Conditions
to Effectiveness.  The effectiveness
of this Agreement shall be subject to the satisfaction of all of the following
conditions in a manner, form and substance satisfactory to the Administrative
Agent:

     

     

    
      
        
        

      

      
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    (a)           Delivery
of Documents.  The following
shall have been delivered to the Administrative Agent, each duly authorized and
executed and each in form and substance satisfactory to the Administrative
Agent:

     

    (1)           this
Agreement;

     

    (2)           an
Assignment Agreement executed by the Company, National City and JPMorgan by
which National City assigns and delegates to JP Morgan all of its Loans and
Revolving Loan Commitment and the title of “Syndication Agent” under the Credit
Agreement;

     

    (3)           an
Assignment Agreement executed by the Company, U.S. Bank National Association and
Bank of America by which U.S. Bank National Association assigns and delegates to
Bank of America all of its Loans and Revolving Loan Commitment under the Credit
Agreement;

     

    (4)           a
replacement Revolving Note in the amount of $30,000,000 made by the Company
payable to the order of Bank of America in replacement of, and substitution for,
the Revolving Notes previously issued by the Company to U.S. Bank National
Association and LaSalle;

     

    (5)           a
replacement Revolving Note in the amount of $20,000,000 made by the Company
payable to the order of JPMorgan in replacement of, and substitution for, the
Revolving Notes previously issued by the Company to National City and to Bank
One, N.A.;

     

    (6)           a
replacement Swing Line Note in the amount of $5,000,000 made by the Company
payable to the order of Bank of America in replacement of, and substitution for,
the Swing Line Note previously issued by the Company to LaSalle;
and

     

    (7)           the
Fee Letter Agreement;

     

    (8)           a
replacement Guaranty executed by such of the Company’s Subsidiaries as are
required to execute the Guaranty pursuant to Section 10.14 of the Credit
Agreement in replacement of, and substitution for, the Guaranty delivered on the
Closing Date; and

     

    (9)           such
other instruments, documents, certificates, consents, waivers and opinions as
the Administrative Agent reasonably may request.

     

    (b)           Payment
of Fees.  The Company shall
have paid to the Administrative Agent the upfront fee and such other fees as are
payable on the First Amendment Closing Date pursuant to the Fee Letter
Agreement.

     

    (c)           No
Default.  No Event of
Default or Unmatured Event of Default shall exist.

     

    (d)           Material
Adverse Effect.  No event shall have occurred since September
30, 2007 which has had or could have a material adverse effect on the financial
condition or affairs of the Company.

     

    The date
on which all of the conditions set forth in this Section 4 have been satisfied
is referred to herein as the “Effective Date.”

     

     

    
      
        
        

      

      
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    5.           Loan
Document.  This Agreement
shall constitute a “Loan Document.”  From and after the Effective
Date, all terms used in the Loan Documents which are defined in the Credit
Agreement shall be deemed to refer to such terms as amended by this
Agreement.

     

    6.           Representations
and Warranties.  The Company
hereby confirms to the Banks, the Issuing Bank, the Swing Line Bank, and the
Administrative Agent that the representations and warranties set forth in the
Loan Documents are true and correct in all material respects as of the date
hereof (unless any such representation or warranty relates to a specific date,
in which case such representation or warranty is true and correct as of such
date), and shall be deemed to be remade as of the date hereof (unless any such
representation or warranty relates to a specific date, in which case such
representation or warranty shall be deemed to be remade as of such
date).  The Company represents and warrants to the Banks, the Issuing
Bank, the Swing Line Bank, and the Administrative Agent that (i) it has full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder, (ii) upon the execution and delivery hereof, this
Agreement will be valid, binding and enforceable upon it in accordance with its
terms (except as such enforceability may be limited by (x) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect affecting the enforcement of creditors’ rights generally and
(y) equitable principles (whether or not any action to enforce this Agreement is
brought at law or in equity)), (iii) the execution and delivery of this
Agreement does not and will not contravene, conflict with, violate or constitute
a default under (A) its articles or certificate of incorporation, by-laws,
certificate of formation or operating agreement, as applicable, or (B) any
applicable law, rule, regulation, judgment, decree or order or any agreement,
indenture or instrument to which it is a party or is bound or which is binding
upon or applicable to all or any portion of its property and (iv) as of the date
hereof no Event of Default or Unmatured Event of Default exists.

     

    7.           No
Further Amendments; Ratification of Liability.  Except as amended
hereby, the Credit Agreement and each of the other Loan Documents shall remain
in full force and effect in accordance with their respective
terms.  The Company hereby ratifies and confirms its liabilities,
obligations and agreements under the Credit Agreement and the other Loan
Documents, all as amended by this Agreement, and the Liens created thereby, and
acknowledges that (i) it has no defenses, claims or set-offs to the enforcement
by the Administrative Agent of such liabilities, obligations and agreements,
(ii) the Banks, the Issuing Bank, the Swing Line Bank, and the Administrative
Agent have each fully performed all obligations to the Company which any of them
may have had or has on and as of the date hereof and (iii) other than as
specifically set forth herein, the Banks, the Issuing Bank, the Swing Line Bank,
and the Administrative Agent do not waive, diminish or limit any term or
condition contained in the Credit Agreement or the other Loan
Documents.  The Loan Documents, as amended by this Agreement, contain
the entire agreement between the Company, the Banks, the Issuing Bank, the Swing
Line Bank, and the Administrative Agent with respect to the transactions
contemplated hereby.

     

    8.           Release
of Claims.  In consideration
of the execution and delivery of this Agreement by the Banks, the Issuing Bank,
the Swing Line Bank, and the Administrative Agent, the sufficiency of which is
acknowledged, and excepting only the contractual obligations respecting future
performance by the Banks, the Issuing Bank, the Swing Line Bank, and the
Administrative Agent arising under the Credit Agreement and the other Loan
Documents, the Company hereby irrevocably releases and forever discharges the
Banks, the Issuing Bank, the Swing Line Bank, and the Administrative Agent and
each of their respective affiliates, subsidiaries, successors, assigns,
directors, officers, employees, agents, representatives and attorneys (each, a
“Released
Person”) of and from all damages, losses, claims, demands, liabilities,
obligations, actions and causes of action whatsoever which the Company may now
have or claim to have on and as of the date hereof against any Released Person,
whether presently known or unknown, liquidated or unliquidated, suspected or
unsuspected, contingent or non-contingent, and of every nature and extent
whatsoever (collectively, “Claims”).  The
Company represents and warrants to the Banks, the Issuing Bank, the Swing Line
Bank, and the Administrative Agent that it has not granted or purported to grant
to any other Person any interest whatsoever in any Claim, as security or
otherwise.  The Company shall indemnify, defend and hold harmless each
Released Person from and against any and all Claims and any loss, cost,
liability, damage or expense (including reasonable attorneys’ fees and expenses)
incurred by any Released Person in investigating, preparing for, defending
against, providing evidence or producing documents in connection with or taking
other action in respect of any commenced or threatened Claim.

     

    9.           Counterparts.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original, and all of which, when taken together, shall constitute one and the
same instrument.  Delivery of an executed signature page of this
Agreement by facsimile transmission or in a pdf or similar electronic file shall
be effective as delivery of a manually executed counterpart hereof.

     

    10.           Further
Assurances.  The Company
covenants and agrees that it will at any time and from time to time do, execute,
acknowledge and deliver, or will cause to be done, executed, acknowledged and
delivered, all such further acts, documents and instruments as reasonably may be
required by the Administrative Agent in order to effectuate fully the intent of
this Agreement.

     

     

    
      
        
        

      

      
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    11.           Severability.  If any term or
provision of this Agreement or the application thereof to any party or
circumstance shall be held to be invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, the validity, legality and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby, and the affected term or provision
shall be modified to the minimum extent permitted by law so as most fully to
achieve the intention of this Agreement.

     

    12.           Captions.  The captions in
this Agreement are inserted for convenience of reference only and in no way
define, describe or limit the scope or intent of this Agreement or any of the
provisions hereof.

     

    13.           Entire
Agreement.  This Agreement, the Credit Agreement and the other
Loan Documents executed prior or pursuant hereto constitute the entire agreement
among the parties hereto with respect to the transactions contemplated hereby or
thereby and supersede any prior agreements, whether written or oral, relating to
the subject matter hereof.

     

    14.           Governing
Law.  This Agreement shall be a contract made under and
governed by the internal laws of the State of Illinois applicable to contracts
made and to be performed entirely within such State.

     

    15.           Forum Selection and Consent
to Jurisdiction.  ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS; PROVIDED THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  THE COMPANY
HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF
THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH
ABOVE.  THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF ILLINOIS.  THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     

    16.           Waiver of Jury
Trial.  EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND EACH
BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN
DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING
FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING,
AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.

     

    [remainder
of this page intentionally left blank; signature page follows]

     


    
      
        
          1004934/D/4

        

         


      

      
        8

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this
Agreement has been executed and delivered by each of the parties hereto by a
duly authorized officer of each such party on the date first set forth
above.

     

    CABOT
MICROELECTRONICS CORPORATION

     

    By:           ____________________________________

    William
S. Johnson

    Vice
President, Chief Financial Officer

    


    


    BANK OF AMERICA, N.A., as
successor by merger to LaSalle Bank National Association, as Administrative
Agent, as Issuing Bank, and as Swing Line Bank

     

    By:           ____________________________________

    Tiffany
Shin

    Assistant
Vice President

     

    JPMORGAN CHASE BANK, N.A., as
Syndication Agent and as a Bank

     

    By:           ____________________________________

    Name:                      ____________________________________

    Title:                      ____________________________________

    


    


    BANK OF AMERICA, N.A., as a
Bank

     

    By:           ____________________________________

    Anne
Eahroshe

    Vice
President

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    PRICING
SCHEDULE

     

    The
Eurodollar Margin, the Base Rate Margin, the Non-Use Fee Rate and the LC Fee
Rate shall be determined as set forth below.

     

    Initially,
the Eurodollar Margin shall be 1.00% per annum, the Base Rate Margin shall be
0.00% per annum, the Non-Use Fee Rate shall be 0.1875% per annum and the LC Fee
Rate shall be 1.00% per annum.

     

    On and
after the first date on which an adjustment is required pursuant to the
penultimate Paragraph of this Pricing Schedule, the Eurodollar Margin, the Base
Rate Margin, the Non-Use Fee Rate and the LC Fee Rate shall be equal to the
applicable rate per annum set forth in the table below opposite the applicable
Leverage Ratio.

     

    


    
      	
               

              Leverage
      Ratio

            	
               

              Eurodollar

              Margin

            	
               

              Base
      Rate

              Margin

            	
               

              Non-Use

              Fee
      Rate

            	
               

              LC
      Fee

              Rate

            
	
              Greater
      than or equal to 1.50:1.00

            	
               

              1.50%

            	
               

              0.00%

            	
               

              0.30%

            	
               

              1.50%

            
	
              Greater
      than or equal to 1.00:1.00 but less than 1.50:1:00

            	
               

              1.25%

            	
               

              0.00%

            	
               

              0.25%

            	
               

              1.25%

            
	
              Less
      than 1.00:1.00

            	
              1.00%

            	
              0.00%

            	
              0.1875%

            	
              1.00%

            


    

    


    The
Eurodollar Margin, the Base Rate Margin, the Non-Use Fee Rate and the LC Fee
Rate shall be adjusted, to the extent applicable, on the 45th (or, in the case
of the last Fiscal Quarter of each Fiscal Year, 90th) day after the end of each
Fiscal Quarter ending on or after December 31, 2008 based on the Leverage Ratio
as of the last day of such Fiscal Quarter; it being understood
that if the Company fails to deliver the financial statements required by Section 10.1.1 or
10.1.2, as
applicable, and the related Compliance Certificate, required by Section 10.1.3, by
the 45th day (or, if applicable, the 90th day) after any Fiscal Quarter, upon
request of the Required Lenders, the Eurodollar Margin shall be 1.50% per annum,
the Base Rate Margin shall be 0.00% per annum, the Non-Use Fee Rate shall be
0.30% per annum, and the LC Fee Rate shall be 1.50% per annum until such
financial statements and Compliance Certificate are delivered. Notwithstanding
the foregoing, no reduction to the foregoing interest rate margins or fee rates
shall become effective at any time when an Event of Default or Unmatured Event
of Default has occurred and is continuing.

     

    Notwithstanding
the foregoing, if the Eurodollar Margin, the Base Rate Margin, the Non-Use Fee
Rate or the LC Fee Rate has been determined on the basis of any Compliance
Certificate delivered by the Company which contained any incorrect or inaccurate
financial data is less than the Eurodollar Margin, the Base Rate Margin, the
Non-Use Fee Rate or the LC Fee Rate which would have been determined had such
Compliance Certificate been based on financial data which was correct and
accurate, then the Eurodollar Margin, the Base Rate Margin, the Non-Use Fee Rate
and the LC Fee Rate at the appropriate higher rate shall be recalculated
retroactively for all affected periods and (to the extent not therefore paid)
the Company hereby agrees to pay all accrued interest as so recalculated on
demand.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    SCHEDULE
2.1

     

    BANKS AND PRO RATA
SHARES

    


    


    


    
      	
               

               

              Bank

            	
              Pro
      Rata Share

              of
      Revolving

              Commitment Amount

            	
               

               

              Pro Rata Share

            
	
              Bank
      of America, N.A.

            	
              $30,000,000

            	
              60%

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              $20,000,000

            	
              40%

            
	
              TOTALS

            	
              $50,000,000

            	
              100%

            


    

    


    


    


    


    



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    SCHEDULE
9.6

     

    LITIGATION AND CONTINGENT
LIABILITIES

    


    


    DuPont Air Products NanoMaterials,
LLC v. Cabot Microelectronics Corporation
(CV06-2952-PHX-ROS).  Following Cabot Microelectronics’ refusal
to grant a patent license to DuPont Air Products NanoMaterials LLC (DA Nano), in
December, 2006, DA Nano filed a complaint in the United States District Court
for the District of Arizona seeking declaratory relief and alleging
non-infringement, invalidity and/or unenforceability of U.S. Patent Nos.
5,958,288; 5,980,775; 6,068,787 and 4,954,142.  In the same action,
the Company filed a complaint charging that DA Nano and its toll manufacturers
Precision Colloids, LLC and Virkler Corporation are infringing the named four
patents and also a fifth U.S. patent, No. 5,527,423.  The affected DA
Nano products include those used for tungsten CMP.  DA Nano's
complaint does not allege any infringement by Cabot Microelectronics' products
of intellectual property owned by DA Nano.  We believe that our claims
and defenses in the pending action are meritorious, and currently we do not
believe that this action is likely to have a material impact on our consolidated
financial position, results of operations or cash flows.

     

    Cabot Microelectronics Corporation
v. Cheil Industries, Inc. (Republic of Korea) (2007 Kahap 66557 and 2008 Heo
10856).  Cabot Microelectronics is involved in patent
enforcement litigation against Cheil Industries, Inc. with respect to Cheil’s
infringement of Cabot Microelectronics’ intellectual property related to its
international family of patents related to U.S. Patent No.
5,958,288.  The Company believes its claims and defenses in the
pending actions are meritorious, and currently does not believe that the actions
are likely to have a material impact on its consolidated financial position,
results of operations or cash flows.

     

    Jean Pol Delrue v. Cabot
Microelectronics Corporation (RG n° F 08/00884), Labor Court of Versailles,
France.  In September, 2008, a former employee of Cabot
Microelectronics Corporation’s French Branch Office, Mr. Jean Pol Delrue, filed
a wrongful termination claim against Cabot Microelectronics with a French labor
court.  Cabot Microelectronics believes the claim is without
merit.  The Company does not consider the action to be material, and
the parties are currently in discussions to resolve the matter.

     

    


    


    


    


    


    


    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    SCHEDULE
9.14

     

    SUBSIDIARIES

    


    Cabot
Microelectronics Global Corporation – 100% owned by Cabot Microelectronics
Corporation

    


    Nihon
Cabot Microelectronics KK – 100% owned by Cabot Microelectronics Global
Corporation

    


    Cabot
Microelectronics Japan KK – 100% owned by Cabot Microelectronics Global
Corporation

    


    Cabot
Microelectronics Singapore Pte. Ltd. – 100% owned by Cabot Microelectronics
Global Corporation

    


    Cabot
Microelectronics Polishing Corporation – 100% owned by Cabot Microelectronics
Corporation

    


    QED
Technologies International, Inc. – 100% owned by Cabot Microelectronics
Corporation

    


    


    


    



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    SCHEDULE
10.19

     

    INVESTMENTS

    


    
      	
              As
      of September 30, 2008:

            	 
      
	 
      	 
      
	
              Aston
      Funds - ABN AMRO Institutional Prime Money Market Fund

            	
              $     3,999,138.47

            
	 
      	 
      
	
              Invesco
      Aim Funds -Tax Free Cash Reserve Portfolio

            	
              $   41,085,127.84

            
	 
      	 
      
	
              First
      American Funds - Tax Free Obligations Fund

            	
              $
        45,530,058.35

            
	 
      	 
      
	
              JP
      Morgan Funds - Tax Free Money Market Fund - Institutional

            	
              $
        53,555,581.38

            
	 
      	 
      
	
              Federated
      Funds - U.S. Treasury Cash Reserves Fund

            	
              $
        32,259,508.24

            
	 
      	 
      
	
              Dreyfus
      Funds -Tax-Exempt Cash Management

            	
              $   11,677,184.91

            
	 
      	 
      
	
              Auction
      Rate Securities

            	
              $
          8,400,000.00

            
	 
      	 
      
	
              Bank
      of America, N.A. - Automatic Investment Service Sweep Repurchase
      Agreements

            	
              $    877,125.71

            
	 
      	 
      
	
              National
      Westminster Bank, UK - USD

            	
              $       604,664.17

            
	 
      	 
      
	
              National
      Westminster Bank, UK - EUR

            	
              $       239,934.05

            
	 
      	 
      
	
              National
      Westminster Bank, UK - GBP

            	
              $         30,528.87

            
	 
      	 
      
	
              ABN
      AMRO Bank, France - EUR

            	
              $         15,189.89

            
	 
      	 
      
	
              Bank
      of Tokyo-Mitsubishi, Japan - USD

            	
              $       834,154.59

            
	 
      	 
      
	
              Bank
      of Tokyo-Mitsubishi, Japan - JPY

            	
              $
        14,072,001.07

            
	 
      	 
      
	
              Hyakugo
      Bank, Mie, Japan - JPY

            	
              $
                4,394.01

            
	 
      	 
      
	
              ABN
      AMRO Bank, Taiwan - USD

            	
              $   13,443,290.26

            
	 
      	 
      
	
              ABN
      AMRO Bank, Taiwan - TWD

            	
              $       191,317.98

            
	 
      	 
      
	
              International
      Commercial Bank of China, Taiwan - TWD

            	
              $       230,777.70

            
	 
      	 
      
	
              ABN
      AMRO Bank, Singapore - USD

            	
              $
          4,321,793.42

            
	 
      	 
      
	
              ABN
      AMRO Bank, Singapore - SGD

            	
              $
              41,462.92

            
	 
      	 
      
	
              China
      Construction Bank, China - RMB

            	
              $         54,252.46

            
	 
      	 
      
	
              Kookmin
      Bank, Korea - KRW

            	
              $           6,102.16

            
	 
      	 
      
	
              Total
      in United States Dollars

            	
              $ 231,473,588.45

            


    

    



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SCHEDULE
14.3

     

    ADDRESSES FOR
NOTICES

     

    COMPANY:

     

    Cabot
Microelectronics Corporation

    870 North
Commons Drive

    Aurora,
Illinois  60504

    Attention:                                William
S. Johnson, Chief Financial Officer

    Telephone:                                (630)
375-5591

    Facsimile:                                (630)
499-2638

     

    with a
copy to:

    


    Cabot
Microelectronics Corporation

    870 North
Commons Drive

    Aurora,
Illinois  60504

    Attention:                                Carol
Bernstein, General Counsel

    Telephone:                                (630)
375-5461

    Facsimile:                                (630)
499-2644

    


    ADMINISTRATIVE
AGENT:

     

    Notices
of Borrowing, Payment, Conversion, Continuation, and
Continuation:

     

    Bank of
America, N.A.

    1 Federal
Street, Floor 6

    Mail
Code:                                MA5-503-06-04

    Boston,
Massachusetts  02110

    Attention:                                Jesse
M. Philips

    Telephone:                                (617)
434-3571

    Facsimile:                                (617)
310-2293

    


    Wire
Instructions:

    


    Bank of
America, N.A.

    New York,
NY

    ABA
#026009593

    MA wire
clearing account

    Reference:                                Cabot
Microelectronics

    Attention:                                Jesse
M. Philips


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Other
Notices as Administrative Agent:

    


    Bank of
America, N.A.

    Agency
Management

    Global
Product Solutions

    Mail
Code:                                WA1-501-17-32

    800 Fifth
Avenue, Floor 17

    Seattle,
Washington  98104

    Attention:                                Tiffany
Shin, Assistant Vice President

    Telephone:                                (206)
358-0078

    Facsimile:                                (415)
343-0561

    Electronic
Mail:                                           tiffany.shin@bankofamerica.com

     

    ISSUING
BANK:

     

    Standby
Letters of Credit:

     

    Bank of
America, N.A.

    Trade
Operations – Los Angeles #22621

    1000 W.
Temple Street, 7th
Floor

    Mail
Code:                                CA9-705-07-05

    Los
Angeles, California  90012-1514

    Attention:                                Tai
Anh Lu, Officer

    Telephone:                                (213)
481-7840

    Facsimile:                                (213)
457-8841

    Electronic
Mail:                                           tai_anh.lu@bankofamerica.com

    


    Commercial
Letters of Credit:

     

    Bank of
America, N.A.

    Trade
Operations – Los Angeles #22621

    1000 W.
Temple Street, 7th
Floor

    Mail
Code:                                CA9-705-07-05

    Los
Angeles, California  90012-1514

    Attention:                                Frantz
Bellevue, Vice President

    Telephone:                                (213)
580-8476

    Facsimile:                                (213)
457-8841

    Electronic
Mail:                                           frantz.bellevue@bankofamerica.com

    



    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    SWING LINE
BANK:

    


    Bank of
America, N.A.

    1 Federal
Street, Floor 6

    Mail
Code:                                MA5-503-06-04

    Boston,
Massachusetts  02110

    Attention:                                Jesse
M. Philips

    Telephone:                                (617)
434-3571

    Facsimile:                                (617)
310-2293

    


    Wire
Instructions:

    


    Bank of
America, N.A.

    New York,
NY

    ABA
#026009593

    MA wire
clearing account

    Reference:                                Cabot
Microelectronics

    Attention:                                Jesse
M. Philips

    


    BANKS:

     

    Bank of
America, N.A.:

    


    Bank of
America, N.A.

    Mail
Code:                                IL4-135-07-60

    135 South
LaSalle Street

     

    Chicago,
Illinois 60603

     

    Attention:                                Anne
Eharoshe, Vice President

     

    Telephone:                                (312)
904-4623

     

    Facsimile:                                (312)
904-6547

     

    JPMorgan
Chase Bank, N.A.:

     

    JPMorgan
Chase Bank, N.A.

    Mailcode:                                IL1-1742

    10 S.
Dearborn Street, 34th Floor

    Chicago,
IL 60603

    Attention:                                Carlos
R. Cardenas, CPA, Senior Vice President

    Telephone:                                (312)
732-7155

    Facsimile:                                (312)
732-7219

    



    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    EXHIBIT
A-1

     

    FORM OF REVOLVING
NOTE

     

    


    Please
See Attached.

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    REVOLVING
NOTE

     

    


    __________,
20__

     

    Chicago,
Illinois $____________

     

    FOR VALUE RECEIVED, the
undersigned, CABOT
MICROELECTRONICS CORPORATION, a Delaware corporation (the “Maker”), promises to
pay to the order of ____________________________________ (the “Bank”) at the
principal office of Bank of America, N.A., successor by merger to LaSalle Bank
National Association (the “Administrative
Agent”) in Chicago, Illinois the aggregate unpaid amount of all Revolving
Loans made to the undersigned by the Bank pursuant to the Credit Agreement
referred to below (as shown on the schedule attached hereto (and any
continuation thereof) or in the records of the Bank), such principal amount to
be payable on the dates set forth in the Credit Agreement.

     

    The Maker
further promises to pay interest on the unpaid principal amount of each
Revolving Loan from the date such Revolving Loan is made until the date such
Revolving Loan is paid in full, payable at the rate(s) and at the time(s) set
forth in the Credit Agreement.  Payments of both principal and
interest are to be made in lawful money of the United States of
America.

     

    This Note
evidences indebtedness incurred under, and is subject to the terms and
provisions of, the Amended and Restated Credit Agreement dated as of November
24, 2003 (the “Original Credit
Agreement”) among Maker, the financial institutions from time to time
parties thereto (including the Bank), as Banks thereunder, the Administrative
Agent, the Issuing Bank party thereto, the Swing Line Bank party thereto, and
National City Bank of Michigan/Illinois, a national banking association, as
original Syndication Agent, as amended by the First Amendment to Amended and
Restated Credit Agreement dated as of October 30, 2008 (the “First Amendment”)
among Maker, the Banks, the Administrative Agent, the Issuing Bank, the Swing
Line Bank, and JPMorgan Chase Bank, N.A., in its capacity as the successor
Syndication Agent thereunder (the Original Credit Agreement, as amended by the
First Amendment, and as the same hereafter may be amended, modified,
supplemented and/or restated from time to time, is referred to herein as the
“Credit
Agreement”), to which Credit Agreement reference is hereby made for a
statement of the terms and provisions under which this Note may or must be paid
prior to its due date or its due date accelerated.  Capitalized terms
used but not elsewhere defined in this Note shall have the respective meanings
ascribed to such terms in the Credit Agreement.

     

    This Note
is made under and governed by the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State.

     

    CABOT
MICROELECTRONICS CORPORATION

    


    By:           ____________________________________

    Name:                      ____________________________________

    Title:                      ____________________________________


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    Schedule
attached to Revolving Note dated ______________, 20___ of CABOT MICROELECTRONICS
CORPORATION payable to the order of _____________

    
      	
              Date
      and Amount of Loan or of Conversion from another type of Loan

            	
              Date
      and Amount of Repayment or of Conversion into another type of Loan

            	
              Interest
      Period/Unpaid Maturity
      Date

            	
              Principal
      Balance

            	
              Notation
      Made by

            
	 
      	 
      	 
      	 
      	 
      
	
              1.                      BASE
      RATE LOANS

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              2.                      EURODOLLAR
      LOANS

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    EXHIBIT
A-2

     

    FORM OF SWING LINE
NOTE

     

    


    Please
See Attached.

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    SWING
LINE NOTE

     

    October
30, 2008

     

    Chicago,
Illinois $5,000,000.00

     

    FOR VALUE RECEIVED, the
undersigned, CABOT
MICROELECTRONICS CORPORATION, a Delaware corporation (the “Maker”), promises to
pay to the order of Bank of America, N.A. (the “Bank”), at the
principal office of Bank of America, N.A., as successor by merger to LaSalle
Bank National Association (the “Administrative
Agent”), in Chicago, Illinois, the aggregate unpaid amount of all Swing
Line Loans made to the undersigned by the Bank pursuant to the Credit Agreement
referred to below (as shown on the schedule attached hereto (and any
continuation thereof) or in the records of the Bank), such principal amount to
be payable on the dates set forth in the Credit Agreement.

     

    The Maker
further promises to pay interest on the unpaid principal amount of each Swing
Line Loan from the date such Swing Line Loan is made until the date such Swing
Line Loan is paid in full, payable at the rate(s) and at the time(s) set forth
in the Credit Agreement.  Payments of both principal and interest are
to be made in lawful money of the United States of America.

     

    This Note
evidences indebtedness incurred under, and is subject to the terms and
provisions of, the Amended and Restated Credit Agreement dated as of November
24, 2003 (the “Original Credit
Agreement”) among Maker, the financial institutions from time to time
parties thereto (including the Bank), as Banks thereunder, the Administrative
Agent, the Issuing Bank party thereto, the Swing Line Bank party thereto, and
National City Bank of Michigan/Illinois, a national banking association, as the
original Syndication Agent, as amended by the First Amendment to Amended and
Restated Credit Agreement of even date herewith (the “First Amendment”)
among Maker, the Banks, the Administrative Agent, the Issuing Bank, the Swing
Line Bank, and JPMorgan Chase Bank, N.A., in its capacity as the successor to
National City Bank of Michigan/Illinois as the Syndication Agent thereunder (the
Original Credit Agreement, as amended by the First Amendment, and as the same
hereafter may be amended, modified, supplemented and/or restated from time to
time, is referred to herein as the “Credit Agreement”),
to which Credit Agreement reference is hereby made for a statement of the terms
and provisions under which this Note may or must be paid prior to its due date
or its due date accelerated.  Capitalized terms used but not elsewhere
defined in this Note shall have the respective meanings ascribed to such terms
in the Credit Agreement.

     

    This Note
is made under and governed by the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State.

     

    This Note
is issued pursuant to the First Amendment in substitution for, and replacement
of, that certain Swing Line Note dated November 24, 2003 in the original
principal amount of Five Million Dollars ($5,000,000) made by Maker in favor of
LaSalle Bank National Association (the “Existing Note”) to
reflect merger of LaSalle Bank National Association with and into Bank of
America, N.A. (with Bank of America, N.A. being the surviving
entity).  This Note does not constitute a novation of the Debt
evidenced by the Existing Note, and is not given by the undersigned or accepted
by Bank in satisfaction of the undersigned’s obligations under the Existing Note
or as a novation with respect thereto.

     

    [remainder
of this page intentionally left blank; signature page follows]

     

    


     


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this Note
has been executed and delivered by Maker as of the date first set forth
above.

     

    CABOT
MICROELECTRONICS CORPORATION

    


    


    By:           ____________________________________

    Name:                      ____________________________________

    Title:                      ____________________________________

    



    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    Schedule
attached to Swing Line Note dated October 30, 2008 of CABOT MICROELECTRONICS
CORPORATION payable to the order of Bank of America, N.A.

    
      	
              Date
      and Amount of Loan or of Conversion from another type of Loan

            	
              Date
      and Amount of Repayment or of Conversion into another type of Loan

            	
              Interest
      Period/Unpaid Maturity
      Date

            	
              Principal
      Balance

            	
              Notation
      Made by

            
	 
      	 
      	 
      	 
      	 
      
	
              1.                      BASE
      RATE LOANS

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              2.                      EURODOLLAR
      LOANS

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    


     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM OF COMPLIANCE
CERTIFICATE

     

    Please
See Attached.

     

    


     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    COMPLIANCE
CERTIFICATE

     

    To:           Bank
of America, N.A., as Administrative Agent

     

    Reference
is made to the Amended and Restated Credit Agreement dated as of November 24,
2003 (the “Original
Credit Agreement”) among Cabot Microelectronics Corporation (the “Company”), Bank of
America, N.A., as successor by merger to LaSalle Bank National Association, in
its capacity as the Administrative Agent, the Issuing Bank, and the Swing Line
Bank thereunder, National City Bank of Michigan/Illinois, a national banking
association, as the original Syndication Agent thereunder, and the financial
institutions from time to time parties thereto, as Banks thereunder, as amended
by the First Amendment to Amended and Restated Credit Agreement dated as of
October 30, 2008 (the “First Amendment”)
among the Company, the Banks, the Administrative Agent, the Issuing Bank, the
Swing Line Bank, and JPMorgan Chase Bank, N.A., in its capacity as the successor
to National City Bank of Michigan/Illinois as the Syndication Agent thereunder
(the Original Credit Agreement, as amended by the First Amendment, and as the
same has been further amended, modified, supplemented and/or restated through
the date hereof, is referred to herein as the “Credit
Agreement”).

     

    Capitalized
terms used but not elsewhere defined herein shall have the respective meanings
ascribed to such terms in the Credit Agreement.

     

    I.           Reports.  Enclosed
herewith is a copy of the [annual audited/quarterly report]
of the Company as at, _____________, 20__ (the
“Computation Date”),
which report fairly presents in all material respects the financial condition
and results of operations [(subject to the absence of footnotes
and to normal year-end adjustments)] of the Company as of the Computation
Date and has been prepared in accordance with GAAP consistently
applied.

     

    II.           Financial
Tests.  The Company hereby certifies and warrants to you that
the following is a true and correct computation as at the Computation Date of
the following ratios and/or financial restrictions contained in the Credit
Agreement:

     

    A.           Section 10.6.1- Leverage
Ratio:

     

    1.           Total
Debt                                                                                                                   

     

    2.           Consolidated
Net Income (or Loss) (Item A.2(g))

     

    (a)           consolidated
net income (or loss)

    of the Company and its
Subsidiaries                                                                                                         

     

    (b)           non-cash
losses from sales, exchanges

    and other dispositions of
assets                                                                                                         

     

    (c)           other
extraordinary non-cash losses

    not in the ordinary course of
business                                                                 

     

    (d)           gains
from sales, exchanges and other

    dispositions of
assets                                                                                        

     

    (e)           other
gains                                                                           

     

    (f)           gains
from discontinued
operations                                                                                  

     

    (g)           sum
of items A.2(a) + A.2(b) + A.2(c) minus

    sum of items A.2(d) + A.2(e) +
A.2(f)                                                                                                        

     

    3.           EBITDA
(Item A.3(f))

     

    (a)           Consolidated
Net Income (Item
A.2(g))                                                                                                     

     

    (b)           Interest
Expense                                                                           

     

    (c)           income
tax
expense                                                                                                     

     

    (d)           depreciation                                                                                                   

     

    (e)           amortization                                                                                                         

     

    (f)           sum
of items A.3 (a) + A.3 (b) + A.3 (c) +

    A.3 (d) + A.3
(e)                                                                                                  

     

     

    
      
        
        

      

      
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    4.           Cash
and Cash Equivalent
Investments                                                                           

     

    5.           Item
A. l minus item
A.4                                                                                                       

     

    6.           Leverage
Ratio (ratio of item A.5 to item A.3(f))

    (not to exceed
2.25:1.00)                                                                                     

     

    B.           Section 10.6.2 - Interest Coverage
Ratio:

     

    1.           EBIT
(Item A.3(f) above minus items
A.3(d) and A.3(e)
above)                                                                                                                  

     

    2.           Interest
Expense (Item A.3 (b)
above)                                                                                     

     

    3.           Interest
Coverage Ratio (ratio of item B.
l                                                                                                             

    to item
B.2) (not to be less than 3.50:1.00)

     

    The
Company further certifies to you that no Event of Default or Unmatured Event of
Default has occurred and is continuing[.][, except: describe the nature of
each Event of Default or Unmatured Event of Default, the period of existence
thereof and the action taken or proposed to be taken with respect
thereto.]

     

    IN
WITNESS WHEREOF, the Company has caused this Certificate to be executed and
delivered by its duly authorized officer on ____________, 20___.

     

    CABOT MICROELECTRONICS CORPORATION

    


    


    By:           ____________________________________

    Name:                      ____________________________________

    Title:                      ____________________________________

    


    


     


    
      
         


      

      
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    EXHIBIT
C

     

    FORM OF
GUARANTY

     

    


    Please
See Attached.

     


    
      
         


      

      
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    GUARANTY

     

    This
GUARANTY (this “Guaranty”), dated as
of October 30, 2008, is made by and among each Subsidiary (as hereinafter
defined) of Cabot Microelectronics Corporation, a Delaware corporation (the
“Company”) from
time to time a party hereto (each, a “Guarantor” and
collectively, “Guarantors”), in
favor of Bank of America, N.A. (in its individual capacity, “Bank of America”), as
administrative agent for the Banks that are or may from time to time become
parties to the Credit Agreement described below.

     

    R E C I T A L
S:

     

    A.         Reference
is made to the Amended and Restated Credit Agreement dated as of November 24,
2003 (the “Original
Credit Agreement”) among the Company, Bank of America, as successor by
merger to LaSalle Bank National Association, in its capacity as the
Administrative Agent, the Issuing Bank, and the Swing Line Bank thereunder,
National City Bank of Michigan/Illinois, a national banking association, as the
original Syndication Agent thereunder, and the financial institutions from time
to time parties thereto, as Banks thereunder, as amended by the First Amendment
to Amended and Restated Credit Agreement of even date herewith (the “First Amendment”)
among the Company, the Banks, the Administrative Agent, the Issuing Bank, the
Swing Line Bank, and JPMorgan Chase Bank, N.A., in its capacity as the successor
to National City Bank of Michigan/Illinois as the Syndication Agent thereunder
(the Original Credit Agreement, as amended by the First Amendment, and as the
same hereafter may be amended, modified, supplemented and/or restated from time
to time, is referred to herein as the “Credit Agreement”),
pursuant and subject to the terms and conditions of which, among other things,
the Banks, the Issuing Bank, and the Swing Line Bank agreed to make loans and
other financial accommodations to the Company.

     

    B.           Each
Guarantor is a Subsidiary of the Company.  Accordingly, each Guarantor
has a direct financial interest in inducing the Banks to enter into the Credit
Agreement.

     

    C.           One
of the conditions precedent to the obligation of the Banks to enter into the
Credit Agreement is that each Guarantor shall have executed and delivered to the
Administrative Agent a counterpart of this Guaranty.

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, each Guarantor hereby agrees as follows:

     

    1.           Definitions. All capitalized terms used
but not elsewhere defined herein shall have the respective meanings ascribed to
such terms in the Credit Agreement.

     

    2.           Guaranty
of Payment.  Each Guarantor
hereby jointly and severally, unconditionally and irrevocably guarantees to the
Administrative Agent, for the benefit of the Banks, the full and complete
payment when due, whether at stated maturity or by acceleration or otherwise, of
the Debt of the Company arising under the Credit Agreement and the other Loan
Documents.  Each Guarantor agrees that this Guaranty is a present and
continuing guaranty of payment and not of collectibility, and that the
Administrative Agent shall not be required to prosecute collection, enforcement
or other remedies against the Company, any other Guarantor or any other Person
before calling such Guarantor for payment.  The obligations of each
Guarantor hereunder and under any of the other Loan Documents to which any
Guarantor hereinafter are referred to as such Guarantor’s “Obligations.”  Notwithstanding
any provisions of this Guaranty to the contrary, it is intended that this
Guaranty not constitute a “Fraudulent Conveyance” (as defined
below).  Consequently, each Guarantor agrees that if this Guaranty
would, but for the application of this sentence, constitute a Fraudulent
Conveyance, this Guaranty shall be valid and enforceable only to the maximum
extent that would not cause this Guaranty to constitute a Fraudulent Conveyance,
and this Guaranty shall automatically be deemed to have been amended accordingly
at all relevant times.  For purposes hereof, “Fraudulent
Conveyance” means a fraudulent conveyance under Section 548 of the
Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the
provisions of any applicable fraudulent conveyance or fraudulent transfer law,
order, ruling, decision or similar law, order, ruling or decision binding upon
any Guarantor of any foreign, federal, state, municipal or other government, or
any department, commission, board, bureau, agency, public authority or
instrumentality thereof or any court or arbitrator (each, a “Governmental Body”),
as in effect from time to time.

     

     

    
      
        
        

      

      
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    3.           Continuing
Guaranty. Each
Guarantor agrees such Guarantor’s Obligations shall be primary obligations of
such Guarantor, shall not be subject to any counterclaim, set-off, abatement,
deferment or defense based upon any claim that such Guarantor may have against
the Administrative Agent, any Bank, the Company, any other Guarantor or any
other Person, and shall remain in full force and effect without regard to, and
shall not be released, discharged, limited or affected in any way by any
circumstance or condition (whether or not such Guarantor shall have any
knowledge thereof), including, without limitation:

     

    (a)           any
lack of validity or enforceability of the Credit Agreement or any of the other
Loan Documents;

     

    (b)           any
termination, restatement, amendment, modification or other change in the Credit
Agreement or any of the other Loan Documents;

     

    (c)           any
furnishing, exchange, substitution or release of any collateral, if any, or any
failure to perfect any lien in any collateral, if any, given to secure the Debt
of the Company arising under the Credit Agreement and the other Loan
Documents;

     

    (d)           any
failure, omission or delay on the part of the Company, the Administrative Agent,
any Bank or any other Guarantor to conform or comply with any term of the Credit
Agreement or any of the other Loan Documents or any failure of the
Administrative Agent or any Bank to give notice of any Event of Default or any
Unmatured Event of Default;

     

    (e)           any
waiver, compromise, release, settlement or extension of time of payment or
performance or observance of any of the obligations or agreements contained in
the Credit Agreement or any of the other Loan Documents;

     

    (f)           any
action or inaction by the Administrative Agent or any Bank under or in respect
of the Credit Agreement or any of the other Loan Documents, any failure, lack of
diligence, omission or delay on the part of the Administrative Agent or any Bank
to enforce, assert or exercise any right, power or remedy conferred on the
Administrative Agent or any Bank in the Credit Agreement or any of the other
Loan Documents, or any other action or inaction on the part of the
Administrative Agent or any Bank;

     

    (g)           any
voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement,
readjustment, assignment for the benefit of creditors, composition,
receivership, liquidation, marshalling of assets and liabilities or similar
events or proceedings with respect to any Guarantor, the Company or any other
Person or any of their respective properties or creditors, or any action taken
by any trustee or receiver or by any court in any such proceeding;

     

    (h)           any
merger or consolidation of the Company, any Guarantor or any other Person into
or with any Person, or any sale, lease or transfer of any of the assets of the
Company, any Guarantor or any other person to any other Person;

     

    (i)           any
change in the ownership of any of the capital stock of or other equity interests
in the Company or any Guarantor or any change in the relationship between any
Guarantor and the Company or any other Guarantor, or any termination of any such
relationship;

     

    (j)           any
release or discharge by operation of law of any Guarantor or of the Company from
any obligation or agreement contained in the Credit Agreement or any of the
other Loan Documents;

     

    (k)           any
other occurrence, circumstance, happening or event, whether similar or
dissimilar to the foregoing and whether foreseen or unforeseen, which otherwise
might constitute a legal or equitable defense or discharge of the liabilities of
a guarantor or surety or which otherwise might limit recourse against any
Guarantor or the Company;

     

    (l)           any
election by the Administrative Agent or any Bank in any proceeding instituted
under Chapter 11 of the Bankruptcy Code;

     

    (m)           any
borrowing or grant of a security interest by the Company, any Guarantor or any
other Person, as debtor-in-possession, or extension of credit, under the
Bankruptcy Code;

     

    (n)           the
disallowance, under the Bankruptcy Code, of all or any portion of Banks’
claim(s) for repayment of the Debt of the Company arising under the Credit
Agreement and the other Loan Documents or of such Guarantor’s
Obligations;

     

    (o)           any
use of cash collateral under the Bankruptcy Code, and

     

    (p)           any
agreement or stipulation as to the provision of adequate protection in any
bankruptcy proceeding.

     

     

    
      
        
        

      

      
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    4.           Waivers.  Each Guarantor
unconditionally waives, to the extent permitted by law, (i) notice of any of the
matters referred to in Section
3 above, (ii) all notices which may be required by statute, rule of law
or otherwise, now or hereafter in effect, to preserve intact any rights against
such Guarantor, including, without limitation, any demand, presentment and
protest, proof of notice of non-payment under any of the Loan Documents and
notice of any Unmatured Event of Default, any Event of Default or any failure on
the part of any Guarantor or the Company to perform or comply with any covenant,
agreement, term or condition of the Credit Agreement or any of the other Loan
Documents, (iii) any right to the enforcement, assertion or exercise against any
Guarantor or the Company of any right or remedy conferred under the Credit
Agreement or any of the other Loan Documents, (iv) any requirement of diligence
on the part of any Person, (v) any requirement to exhaust any remedies or to
mitigate the damages resulting from any default under the Credit Agreement or
any of the other Loan Documents, and (vi) any notice of any sale, transfer or
other disposition of any right, title or interest of the Administrative Agent or
any Bank under the Credit Agreement or any of the other Loan
Documents.

     

    5.           Subordination. Each Guarantor agrees that
any and all present and future debts and obligations of the Company or any other
Guarantor to such Guarantor hereby are subordinated to the claims of the
Administrative Agent and the Banks and hereby are assigned by such Guarantor to
the Administrative Agent, as security for the payment and performance of the
Debt of the Company arising under the Credit Agreement and the other Loan
Documents.

     

    6.           Reinstatement.  The obligations
of each Guarantor pursuant to this Guaranty shall continue to be effective or
automatically be reinstated, as the case may be, if at any time payment of any
of the Debt of the Company arising under the Credit Agreement and the other Loan
Documents is rescinded or otherwise must be restored or returned by Bank upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Guarantor or the Company or for any other reason, all as though such payment had
not been made.

     

    7.           Representations
and Warranties.  Each Guarantor
represents and warrants to the Administrative Agent and the Banks that (i) it is
fully informed as to the nature and extent of the transactions contemplated by
the Credit Agreement and the other Loan Documents, (ii) it has received a copy
of the Credit Agreement and the other Loan Documents, together with copies of
the financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own decision and analysis
to enter into this Guaranty and (iii) the representations and warranties made by
the Company in the Credit Agreement with respect to such Guarantor are true and
correct in all material respects.

     

    8.           Covenants.  Until all Debt of
the Company arising under the Credit Agreement and the other Loan Documents and
all of each Guarantor’s Obligations are paid and performed in full, and the
Commitments have been terminated, each Guarantor agrees that it will observe,
perform and comply with all covenants contained in Section 10 of the
Credit Agreement with which the Company has agreed to cause such Guarantor to
observe, perform or comply.

     

    9.           Remedies
on Default.  If any Event of
Default occurs and is continuing, (i) each Guarantor shall pay such Guarantor’s
Obligations in full, immediately upon demand and (ii) the Administrative Agent,
on behalf of the Banks, at its option, may enforce its rights and remedies under
this Guaranty in accordance with its terms and enforce any other rights or
remedies accorded to the Administrative Agent or Banks at equity or law, by
virtue of statute or otherwise.  Each Guarantor agrees that the
Administrative Agent and each Bank have all rights of set-off and bankers’ lien
provided by applicable law, and in addition thereto, each Guarantor agrees that
at any time any Event of Default occurs and is continuing, the Administrative
Agent and each Bank may apply to the payment of any obligations of such
Guarantor hereunder, whether or not then due, any and all balances, credits,
deposits, accounts or moneys of such Guarantor then or thereafter with the
Administrative Agent or such Bank.

     

    10.           Successors
and Assigns.  This Guaranty shall inure to the benefit of the
Administrative Agent and the Banks and their respective successors and
assigns.  This Guaranty shall be binding on each Guarantor and its
successors and assigns, and shall continue in full force and effect until all
Debt of the Company arising under the Credit Agreement and the other Loan
Documents and each Guarantor’s Obligations are paid and performed in full and
the Commitments shall have been terminated.  Notwithstanding the
foregoing, no Guarantor may assign all or any of its obligations
hereunder.

     

    11.           No Waiver
of Rights.  Neither any delay in exercising, nor any failure on
the part of the Administrative Agent to exercise any right, power or privilege
under this Guaranty, the Credit Agreement or any of the other Loan Documents
shall operate as a waiver thereof, and no single or partial exercise of any
right, power or privilege shall preclude any other or further exercise thereof
or the exercise of any other power or right, or be deemed to establish a custom
or course of dealing or performance among the parties hereto.  The
rights and remedies herein provided are cumulative and not exclusive of any
rights or remedies provided by law.  No notice to or demand on any
Guarantor in any case shall entitle such Guarantor to any other or further
notice or demand in the same, similar or any other circumstance.

     

    12.           Modification.  The terms of this
Guaranty may be waived, discharged or terminated only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.  No amendment, modification,
waiver or other change of any of the terms of this Guaranty shall be effective
without the prior written consent of the Administrative Agent.

     

    13.           Costs and
Expenses.  Each Guarantor
agrees to pay on demand all documented costs and expenses incurred by or on
behalf of the Administrative Agent (including, without limitation, reasonable
attorneys’ fees and expenses) in enforcing such Guarantor’s
Obligations.

     

    14.           Governing
Law.  This Guaranty
shall be a contract made under and governed by the internal laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.

     

    15.           Forum
Selection and Consent to Jurisdiction.  ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS GUARANTY, THE AMENDED AND
RESTATED CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN
THE COURTS OF ANY JURISDICTION WHERE SUCH PROPERTY MAY BE FOUND.  EACH
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE.  EACH GUARANTOR
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF
ILLINOIS.  EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

     

     

    
      
        
        

      

      
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    16.           Waiver of Jury
Trial.  EACH GUARANTOR AND ADMINISTRATIVE AGENT, FOR ITSELF AND
ON BEHALF OF EACH BANK, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY, THE AMENDED
AND RESTATED CREDIT AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
BANKING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

     

    17.           No
Joinder. Each Guarantor agrees that any action to enforce this Guaranty
may be brought against such Guarantor without any reimbursement or joinder of
the Company in such action.

     

    18.           Severability.  In
the event that any provision of this Guaranty is deemed to be invalid by reason
of the operation of any law, or by reason of the interpretation placed thereon
by any court or any Governmental Body, as applicable, the validity, legality and
enforceability of the remaining terms and provisions of this Guaranty shall not
in any way be affected or impaired thereby, all of which shall remain in full
force and effect, and the affected term or provision shall be modified to the
minimum extent permitted by law so as to achieve most fully the intention of
this Guaranty.

     

    19.           Counterparts.  This Guaranty may
be executed in one or more counterparts, each of which shall be deemed an
original, and all of which, when taken together, shall constitute one and the
same instrument.  Delivery of an executed signature page of this
Guaranty by facsimile transmission or in a pdf or similar electronic file shall
be effective as delivery of a manually executed counterpart hereof.

     

    20.           Subordination
of Subrogation Rights.  Each Guarantor unconditionally and
irrevocably (i) subordinates all rights it may have to be subrogated to the
rights of the Administrative Agent and the Banks as a result of any claim or
payment made on or in respect of this Guaranty to the prior payment in full of
the Debt of the Company arising under the Credit Agreement and the other Loan
Documents and (ii) waives any defense based upon an election of remedies by the
Administrative Agent and the Banks which destroys or otherwise impairs any
subrogation rights of such Guarantor and/or the right of such Guarantor to
proceed against the Company for reimbursement.

     

    [remainder
of this page intentionally left blank]

     


    
      
         


      

      
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    The undersigned, a Subsidiary of Cabot
Microelectronics Corporation, a Delaware corporation (the “Company”), in witness
of and intending to be bound by the foregoing Guaranty (the “Guaranty”) made by
various Subsidiaries of the Company in favor of Bank of America, N.A., in its
capacity as administrative agent (the “Administrative
Agent”) for the financial institutions (the “Banks”) that are or
may from time to time become parties to the Credit Agreement described in such
Guaranty, for the benefit of the Banks, hereby joins with and into the Guaranty
and executes and delivers to the Administrative Agent this counterpart signature
page to the Guaranty.

    


    ____________________________________

    


    


    By:           ______________________________

    Name:                      ______________________________

    Title:                      ______________________________

    


    


     


    
      
         


      

      
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    EXHIBIT
D

     

    FORM OF JOINDER
AGREEMENT

     

    


    Please
See Attached.

     


    
      
         


      

      
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    JOINDER
AGREEMENT

     

    This
JOINDER
AGREEMENT  (this “Agreement”), dated as
of ______________, ____, is between [New Banks] (each, a “New Bank” and
collectively the “New
Banks”), Cabot Microelectronics Corporation, a Delaware corporation (the
“Company”), and
Bank of America, N.A. (in its individual capacity, “Bank of America”), as
administrative agent for the Banks that are or may from time to time become
parties to the Credit Agreement referred to below.

     

    R E C I T A L
S:

     

    A.         Reference
is made to the Amended and Restated Credit Agreement dated as of November 24,
2003 (the “Original
Credit Agreement”) among the Company, Bank of America, as successor by
merger to LaSalle Bank National Association, in its capacity as the
Administrative Agent, the Issuing Bank, and the Swing Line Bank thereunder,
National City Bank of Michigan/Illinois, a national banking association, as the
original Syndication Agent thereunder, and the financial institutions from time
to time parties thereto, as Banks thereunder, as amended by the First Amendment
to Amended and Restated Credit Agreement dated as of October 30, 2008 (the
“First
Amendment”) among the Company, the Banks, the Administrative Agent, the
Issuing Bank, the Swing Line Bank, and JPMorgan Chase Bank, N.A., in its
capacity as the successor to National City Bank of Michigan/Illinois as the
Syndication Agent thereunder (the Original Credit Agreement, as amended by the
First Amendment, and as the same hereafter may be amended, modified,
supplemented and/or restated from time to time, is referred to herein as the
“Credit
Agreement”), pursuant and subject to the terms and conditions of which,
among other things, the Banks, the Issuing Bank, and the Swing Line Bank agreed
to make loans and other financial accommodations to the Company.

     

    B.           Subject
to the terms and conditions of the Credit Agreement, the Company may obtain New
Revolving Loan Commitments by entering into one or more Joinder Agreements with
the New Banks.

     

    NOW, THEREFORE, in
consideration of the premises and agreements, provisions and covenants herein
contained, the parties hereto agree as follows:

     

    1.           Definitions.                                All
capitalized terms used but not elsewhere defined herein shall have the
respective meanings ascribed to such terms in the Credit Agreement.

     

    2.           New
Revolving Loan Commitments.  Each New Bank
hereto hereby agrees to commit to provide its respective New Revolving Loan
Commitment as set forth on Schedule A annexed hereto, on the terms and subject
to the conditions set forth in this Agreement.  Each New Bank (i)
confirms that it has received a copy of the Credit Agreement and the other Loan
Documents, together with copies of the financial statements referred to therein
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Agreement; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent,
the Issuing Bank, the Swing Line Bank or any other Bank and based on such
documents and information as it shall deem appropriate at the time, make and
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the
Credit Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a New Bank.

     

    3.           Up-Front
Fees.  Upon the
execution and delivery of this Agreement by each New Bank, the Company agrees to
pay to the Administrative Agent, for the account of such New Bank, the upfront
fee required pursuant to Section 5.3 of the
Credit Agreement.

     

    [4.           Joinder.  Each New Bank
acknowledges and agrees that upon its execution of this Agreement that such New
Bank shall become a “Bank” under, and for all purposes of, the Credit Agreement
and the other Loan Documents, and shall be subject to and bound by the terms
thereof, and shall perform all the obligations of and shall have all rights of a
Bank thereunder.1]

     

    5.           Credit
Agreement Governs.  New Revolving
Loans shall be subject to the provisions of the Credit Agreement and the other
Loan Documents.

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    6.           Company’s
Certifications.  By its execution
of this Agreement, the Company hereby certifies that (i) the representations and
warranties contained in the Credit Agreement and the other Loan Documents are
true and correct in all material respects on and as of the date hereof to the
same extent as though made on and as of the date hereof, except to the extent
such representations and warranties specifically relate to an earlier date, in
which case such representations and warranties were true and correct in all
material respects on and as of such earlier date; (ii) no event has occurred and
is continuing or would result from the consummation of this Agreement and the
making of any New Revolving Loan that would constitute an Unmatured Event of
Default or an Event of Default; (iii) the Company has performed in all material
respects all agreements and satisfied all conditions which the Credit Agreement
provides shall be performed or satisfied by it on or before the date hereof; and
(iv) after making any New Revolving Loan on the requested on the date hereof
(and after giving effect to the application of the proceeds thereof), the
Revolving Outstandings will not exceed the Revolving Loan
Commitments.

     

    7.           Company’s
Covenants.  By its execution
of this Agreement, the Company hereby covenants that (i) the Company shall
deliver or cause to be delivered the following legal opinions and
documents:  to include Revolving Note, legal opinion and other
documents reasonably requested by the Administrative Agent, together with all
other legal opinions and other documents reasonably requested by the
Administrative Agent in connection with this Agreement; and (ii) attached hereto
is a compliance certificate, in the form required by Section 10.1.3 of the
Credit Agreement, containing a computation of each of the financial ratios and
restrictions contained in Section 10.6 of the
Credit Agreement as of the last day of the Fiscal Quarter immediately prior to
the date hereof.

     

    8.           Bank
Documents.  By its execution
of this Agreement, each New Bank represents and warrants that it has furnished
to the Company and the Administrative Agent such forms and documents, if any,
appropriately completed and duly executed by such New Bank, as are required
under the last paragraph of Section 7.6 of the
Credit Agreement.

     

    9.           Notices.  For purposes of
the Credit Agreement, the initial notice address of each New Bank shall be as
set forth below its signature below.

     

    10.           Recordation
of New Revolving Loan Commitments.  Upon the
execution and delivery of this Agreement, the Administrative Agent will maintain
a record of the New Revolving Loan Commitments made by the New
Banks.

     

    11.           Amendment,
Modification and Waiver.  This Agreement
may not be amended, modified or waived except by an instrument or instruments in
writing signed and delivered on behalf of each of the parties
hereto.

     

    12.           Entire
Agreement.  This Agreement,
the Credit Agreement and the other Loan Documents constitute the entire
agreement among the parties with respect to the subject matter hereof and
thereof and supersede all other prior agreements and understandings, both
written and verbal, among the parties or any of them with respect to the subject
matter hereof.

     

    13.           Governing
Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE.

     

    14.           Severability.  Any term or
provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as would
be enforceable.

     

    15.           Counterparts.  This Agreement
may be executed in counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
agreement.

     

    [remainder
of this page left intentionally blank]

     

    

      

    

      
      
        	
                 
      

              	
                1
      Insert this Section 4 if the lending institution is not already a
      “Bank.”

              


      

       

    


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of
the undersigned has caused its duly authorized officer to execute and deliver
this Agreement as of ______________, 200_.

     

    [NAME OF NEW
BANK]

     

    By:           

    Name:                                                                           

    Title:                                                                           

    


    Notice
Address:                                           ________________________

    ________________________

    ________________________

    Attention:

    Telephone:

    Facsimile:

    


    


    CABOT
MICROELECTRONICS CORPORATION

     

    By:           

    Name:                                                                           

    Title:                                                                           

    


    


    Consented
to by:

    


    BANK OF AMERICA, N.A., as the
Administrative Agent

    


    By:           ______________________________

    Name:                                                                                                                                          ______________________________

    Title:                                                                                                                                          ______________________________

    



    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    


     

    
      	
              Name
      of Bank

            	
              Type
      of Commitment

            	
              Amount

            
	
              [_____________]

            	
              New
      Revolving Loan Commitment

            	
              $____________

            
	 
      	 
      	 
      
	 
      	 
      	
              Total:  $____________

            


    

    


     


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    FORM OF ASSIGNMENT
AGREEMENT

     

    


    Please
See Attached.

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    ASSIGNMENT AND ASSUMPTION
AGREEMENT

     

    This
Assignment and Assumption Agreement (this “Assignment”) is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of
Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment as if set forth herein in full.

     

    For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by Agent as
contemplated below, (i) all of the Assignor's rights and obligations as a Lender
under the Credit Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including, to the
extent included in any such facilities, Letters of Credit, and Swing Line Loans)
included in such facilities and, (ii) to the extent permitted to be assigned
under applicable law, all claims, including, without limitation, suits, causes
of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or
in equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as, (the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment, without
representation or warranty by the Assignor.

     

    1.           Assignor:                      ______________________________

    


    2.           Assignee:                      ______________________________
[and is an Affiliate of
Assignor]

    


    3.           Borrower:                                Cabot
Microelectronics Corporation

    


    
      	
               
      

            	
              3.

            	
              Agent:

            	
              Bank
      of America, N. A., as the Administrative Agent under the Credit
      Agreement

            


    

    


    
      	
               
      

            	
              5.

            	
              Credit
      Agreement:

            	
              The
      Amended and Restated Credit Agreement dated as of November 24, 2003 among
      Borrower, the financial institutions from time to time parties thereto, as
      Banks thereunder, Bank of America, N.A., as successor by merger to LaSalle
      Bank National Association (the “Administrative
      Agent”), the Issuing Bank party thereto, the Swing Line Bank party
      thereto, and National City Bank of Michigan/Illinois, a national banking
      association, as the original Syndication Agent, as amended by the First
      Amendment to Amended and Restated Credit Agreement dated as of October 30,
      2008 among Borrower, the Banks, the Administrative Agent, the Issuing
      Bank, the Swing Line Bank, and JPMorgan Chase Bank, N.A., in its capacity
      as the successor to National City Bank of Michigan/Illinois as the
      Syndication Agent thereunder.

            


    

    


    6.           Assigned
Interest:

    


    
      	
               

               

               

              Facility
      Assigned

            	
              Aggregate

              Amount
      of

              Commitment/Loans

              for
      all Lenders

            	
               

              Amount
      of

              Commitment/Loans

              Assigned

            	
               

              Percentage

              Assigned
      of

              Commitment/Loans

            
	 
      	 
      	 
      	 
      
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            


    

    


    Effective
Date: __________________, 20__. [TO BE INSERTED BY AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

     

    The terms
set forth in this Assignment are hereby agreed to:

     

    ASSIGNOR:

    


    [NAME OF
ASSIGNOR]

    


    By:           ______________________________

    Name:                      ______________________________

    Title:                      ______________________________

    


    ASSIGNEE:

    


    [NAME OF
ASSIGNEE]

    


    By:           ______________________________

    Name:                      ______________________________

    Title:                      ______________________________

    [Consented to and]
Accepted:

    


    Bank of
America, N.A., as Administrative Agent

    


    By:           _________________________________

    Name:                      _________________________________

    Title:                      _________________________________

    


    [Consented
to:]

    


    Cabot
Microelectronics Corporation

    


    By:           _________________________________

    Name:                      _________________________________

    Title:                      _________________________________

    



    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    ANNEX
1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

    


    STANDARD
TERMS AND CONDITIONS FOR ASSIGNMENT

    AND
ASSUMPTION AGREEMENT

     

    1. Representations and
Warranties.

    


    1.1. Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and to consummate the transactions contemplated hereby; and (b)
assumes no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents , or any collateral
thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or
(iv) the performance or observance by Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Document.

    


    1.2. Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee
under the Credit Agreement, (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a lender thereunder and, to
the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, and (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to
Section 6.01 thereof, as applicable, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and to purchase the Assigned Interest on the basis of which
it has made such analysis and decision independently and without reliance on
Agent or any other Lender; and (b) agrees that (i) it will, independently and
without reliance on Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

    


    1.3. Assignee’s Address for
Notices, etc.  Attached hereto as Schedule 1 is all contact
information, address, account and other administrative information relating to
the Assignee.

    2. Payments.  From
and after the Effective Date, Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to or on or
after the Effective Date. The Assignor and the Assignee shall make all
appropriate adjustments in payments by Agent for periods prior to the Effective
Date or with respect to the making of this assignment directly between
themselves.

    3. General
Provisions.  This Assignment shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and
assigns.  This Assignment may be executed in any number of
counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment.  This Assignment shall be
governed by, and construed in accordance with, the internal laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.

    


    



    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    SCHEDULE
1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

    ADMINISTRATIVE
DETAILS

    


    (Assignee
to list names of credit contacts, addresses, phone and facsimile numbers,
electronic mail addresses and account and payment information)

     

     

     

    42