EX-10.1






Exhibit 10.1




AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT

dated as of

December 14, 2016,

among

MKS INSTRUMENTS, INC.,

as the Borrower,

the other Loan Parties party hereto,

the Participating Lenders party hereto,

and

BARCLAYS BANK PLC,

as Administrative Agent, Lead Arranger and Bookrunner






1






AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT




This AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT, dated as of December 14, 2016 (this
“Agreement”), by and among MKS Instruments, Inc., a Massachusetts corporation (the
“Borrower”), the other Loan Parties party hereto, Barclays Bank PLC, as the administrative
agent and the collateral agent (in such capacity, the “Administrative Agent”) under the
Credit Agreement referred to below, and each Participating Lender (as defined below) party hereto.



RECITALS:




WHEREAS, reference is made to the Term Loan Credit Agreement, dated as of April 29, 2016 (as
amended by Amendment No. 1 to Term Loan Credit Agreement, dated as of June 9, 2016, among the
Borrower, the Loan Parties party thereto, the Administrative Agent and the other parties thereto,
and as many be further amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to
time party thereto and the Administrative Agent (capitalized terms used but not defined herein
having the meaning provided in the Credit Agreement), pursuant to which the Lenders provided the
Borrower with Term Loans in an aggregate initial principal amount of $780,000,000 (the “Initial
Term Loans”);



WHEREAS, this Agreement constitutes a Refinancing Amendment, and the Borrower is hereby
notifying the Administrative Agent that it is requesting the establishment of Other Term
Commitments and/or Other Term Loans, in each case, pursuant to Section 2.15 of the Credit
Agreement;



WHEREAS, the Borrower requests Other Term Loans in an aggregate principal amount of
$628,175,000 (the “Tranche B-2 Term Loans”; the commitments in respect of such Tranche B-2
Term Loans, the “Tranche B-2 Term Commitments”; and the Participating Lenders with Tranche
B-2 Term Commitments and any permitted assignees thereof, the “Tranche B-2 Lenders”), which
will be available on the Amendment No. 2 Effective Date (as defined below) to refinance all
existing Tranche B-1 Term Loans outstanding under the Credit Agreement immediately prior to
effectiveness of this Agreement (the “Existing Loans”) and which Tranche B-2 Term Loans
shall constitute Other Term Loans and Term Loans (as applicable) for all purposes of the Credit
Agreement and the other Loan Documents; it being understood that the aggregate principal amount of
the Existing Loans immediately prior to effectiveness of this Agreement is $628,175,000;



WHEREAS, each Lender holding Existing Loans under the Credit Agreement immediately prior to
effectiveness of this Agreement (each, an “Existing Lender”) executing and delivering a
notice of participation in the Tranche B-2 Term Loans in the form attached as Exhibit A
hereto (a “Tranche B-2 Participation Notice”) and electing the cashless settlement option
therein (each such Lender in such capacity and with respect to the Existing Loans so elected, a
“Converting Lender” and, together with each other Person executing and delivering a Tranche
B-2 Participation Notice or otherwise providing a Tranche B-2 Term Commitment, the
“Participating Lenders”) shall be deemed to have exchanged on the Amendment No. 2 Effective
Date the aggregate outstanding principal amount of its Tranche B-1 Term Loans under the Credit
Agreement for an equal aggregate principal amount of Tranche B-2 Term Loans under the Credit
Agreement;



WHEREAS, the Borrower has appointed Barclays to act, and Barclays agrees to act, as lead
arranger and bookrunner in respect of the Tranche B-2 Term Loans;



WHEREAS, Barclays, in its capacity as lead arranger and bookrunner (the “Lead
Arranger”), agrees to act as fronting bank for the syndication of the Tranche B-2 Term Loans
(in such capacity, the “Fronting Bank”), the Fronting Bank will purchase, and the Existing
Lenders will sell to the Fronting Bank, immediately prior to effectiveness of this Agreement, (i)
Tranche B-1 Term Loans of Existing Lenders that do not execute and deliver a Tranche B-2
Participation Notice (the “Non-Participating Lenders”) and (ii) Tranche B-1 Term Loans of
Existing Lenders that execute and deliver a Tranche B-2 Participation Notice and elect the cash
settlement option therein (the “Non-Converting Lenders”) (the Loans described in the
foregoing clauses (i) and (ii), collectively, the “Reallocated Loans”);



WHEREAS, to the extent there exist any Reallocated Loans, the Fronting Bank shall be deemed to
exchange on the Amendment No. 2 Effective Date such Reallocated Loans on a cashless settlement
basis for an equal aggregate principal amount of Tranche B-2 Term Loans under the Credit Agreement,
and such Reallocated Loans shall promptly thereafter be purchased by Participating Lenders (other
than Existing Lenders) (the “New Lenders”), Non-Converting Lenders, and Existing Lenders
purchasing additional Tranche B-2 Term Loans, each in accordance with such Participating Lenders’
respective Tranche B-2 Participation Notice and as allocated by the Lead Arranger (with the consent
of the Borrower, not to be unreasonably withheld or delayed); and



WHEREAS, contemporaneously with the effectiveness of the Tranche B-2 Term Commitments the
Borrower wishes to (a) make certain amendments to the Credit Agreement to provide for the
incurrence of the Tranche B-2 Term Loans and (b) make certain other modifications to the Credit
Agreement set forth herein.



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




	1.	 	Credit Agreement Amendments. Effective as of the Amendment No. 2 Effective Date, the
Credit Agreement is hereby amended as follows:






	 	(a)	 	Section 1.1 of the Credit Agreement is amended by inserting the following new
definitions in their correct alphabetical order:





“Amendment No. 2” shall mean Amendment No. 2 to this Agreement,
dated as of December 14, 2016, among the Borrower, the other Loan Parties
party thereto, the Lenders party thereto, and the Administrative Agent.



“Amendment No. 2 Effective Date” shall mean the “Amendment No.
1 Effective Date” under and as defined in Amendment No. 2.



“Tranche B-2 Commitments” shall mean the “Tranche B-2 Term
Commitments” as defined in Amendment No. 2.



“Tranche B-2 Term Loans” shall mean the “Tranche B-2 Term
Loans” as defined in Amendment No. 2.




	 	(b)	 	The definition of “Applicable Margin” is hereby amended and restated in its
entirety as follows:





“ “Applicable Margin” means a percentage per annum equal to (i)
for Tranche B-2 Term Loans that are Eurodollar Loans, 2.75% and (ii) for
Tranche B-2 Term Loans that are Base Rate Loans, 1.75%.”.




	 	(c)	 	The definition of “Term Lender” is hereby amended and restated and replaced in
its entirety with the following:





“ “Term Lender” means, collectively, (x) prior to the Amendment No.
2 Effective Date, each Lender identified on Schedule 2.01 as having
a Term Commitment on the Closing Date and the “Tranche B-1 Lenders” under
Amendment No. 1, (y) on and after the Amendment No. 2 Effective Date, the
“Tranche B-2 Lenders” under Amendment No. 2, and (z) each Eligible Assignee
which acquires a Term Loan pursuant to Section 10.06(b) and their
respective permitted successors, in each case, other than any such Person
that has ceased to be a party hereto pursuant to an Assignment and
Assumption, Amendment No. 1 or Amendment No. 2.”.




	 	(d)	 	The definition of “Term Loans” is amended by replacing the proviso appearing at
the end of such definition with the following text:





“; provided that from and after the effectiveness of Amendment No.
2, “Term Loans” shall mean all Tranche B-2 Term Loans made on the Amendment
No. 2 Effective Date (through exchange or otherwise) pursuant to Amendment
No. 2.”.




	 	(e)	 	Section 2.01 of the Credit Agreement is hereby amended by deleting the last
four sentences of such Section and inserting in lieu thereof the following text:






“Subject to the terms and conditions hereof and of Amendment No. 1, each Lender with
a Tranche B-1 Commitment severally made or exchanged, as applicable, on the
Amendment No. 1 Effective Date, a Tranche B-1 Term Loan to the Borrower in Dollars
in an amount equal to such Lender’s Tranche B-1 Commitment. The aggregate principal
amount of Tranche B-1 Commitments as of the Amendment No. 1 Effective Date for all
Lenders was $730,000,000. For the avoidance of doubt, the Borrower made one
borrowing under the Tranche B-1 Commitments, which was on the Amendment No. 1
Effective Date, and each Lender’s Tranche B-1 Commitment terminated immediately and
without further action on the Amendment No. 1 Effective Date after giving effect to
the funding of such Lender’s Tranche B-1 Commitment on such date. Subject to the
terms and conditions hereof and of Amendment No. 2, each Lender with a Tranche B-2
Commitment severally agrees to make and/or exchange, on the Amendment No. 2
Effective Date, a Tranche B-2 Term Loan to the Borrower in Dollars in an amount
equal to such Lender’s Tranche B-2 Commitment. The aggregate principal amount of
Tranche B-2 Commitments as of the Amendment No. 2 Effective Date for all Lenders is
$628,175,000. The Borrower may make only one borrowing under the Tranche B-2
Commitments, which shall be on the Amendment No. 2 Effective Date. Each Lender’s
Tranche B-2 Commitment shall terminate immediately and without further action on the
Amendment No. 2 Effective Date after giving effect to the funding of such Lender’s
Tranche B-2 Commitment on such date.”.




	 	(f)	 	Section 2.07 of the Credit Agreement is amended by replacing the text
“Amendment No. 1 Effective Date” with the text “Amendment No. 2 Effective Date”
appearing therein.






	 	(g)	 	Section 2.08(f) of the Credit Agreement is amended by replacing the text
“Amendment No. 1 Effective Date” with the text “Amendment No. 2 Effective Date”.






	3.	 	Tranche B-2 Term Loans. Subject to the terms and conditions set forth herein, each
Tranche B-2 Lender severally agrees to exchange Existing Loans for Tranche B-2 Term Loans
and/or make Tranche B-2 Term Loans to the Borrower in a single borrowing in Dollars on the
Amendment No. 2 Effective Date. The Tranche B-2 Term Loans shall be subject to the following
terms and conditions:






	 	(a)	 	Terms Generally. Other than as set forth herein, for all purposes under the
Credit Agreement and the other Loan Documents, the Tranche B-2 Term Loans shall have
the same terms as the initial Term Loans made on the Closing Date and shall be treated
for purposes of voluntary and mandatory prepayments (including for scheduled principal
payments) and all other terms as Term Loans made on the Closing Date.






	 	(b)	 	Proposed Borrowing. This Agreement represents a request by the Borrower to
borrow Tranche B-2 Term Loans from the Tranche B-2 Lenders as set forth on the
applicable Notice of Borrowing to be delivered by the Borrower under the Credit
Agreement.






	 	(c)	 	New Lenders. Each New Lender (i) confirms that it has received a copy of the
Credit Agreement and the other Loan Documents and the exhibits and schedules thereto,
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 Collateral Agent, 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 Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the
Collateral 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 or the Collateral Agent, as the case may be, 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 Lender, as the case may
be. Each New Lender acknowledges and agrees that it shall become a “Lender” 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 have all rights of a Lender
thereunder.






	 	(d)	 	Credit Agreement Governs. Except as set forth in this Agreement, the Tranche
B-2 Term Loans shall otherwise be subject to the provisions of the Credit Agreement and
the other Loan Documents.






	 	(e)	 	Exchange Mechanics.






	 	(i)	 	On the Amendment No. 2 Effective Date, upon the satisfaction or
waiver of the conditions set forth in Section 4 hereof, the outstanding amount
of Existing Loans of each Converting Lender exchanged pursuant to this
Agreement shall be deemed to be exchanged for an equal outstanding amount of
Tranche B-2 Term Loans under the Credit Agreement. Such exchange shall be
effected by book entry in such manner, and with such supporting documentation,
as may be reasonably determined by the Administrative Agent in its sole
discretion. It is acknowledged and agreed that each Converting Lender has
agreed to accept as satisfaction in full of its right to receive payment on the
outstanding amount of Existing Loans of such Converting Lender the conversion
of its Existing Loans into Tranche B-2 Term Loans in accordance herewith, in
lieu of the prepayment amount that would otherwise be payable by the Borrower
pursuant to the Credit Agreement in respect of the outstanding amount of
Existing Loans of such Converting Lender. Notwithstanding anything to the
contrary herein, each Converting Lender hereby waives any break funding
payments in respect of such Lender’s Existing Loans.






	 	(ii)	 	To the extent there exist any Reallocated Loans, (x) on the
Amendment No. 2 Effective Date, the Fronting Bank shall provide such
Reallocated Loans to the Borrower in the amount set forth opposite the Fronting
Bank’s name on Annex I hereto by purchase of Existing Loans in such amount and
exchange for Tranche B-2 Term Loans on a cashless settlement basis and (y)
promptly following the Amendment No. 2 Effective Date (but not later than 30
days following the Amendment No. 1 Effective Date (or such later date as may be
agreed to by the Fronting Bank in its sole discretion)), each New Lender, each
Non-Converting Lender and each Existing Lender purchasing additional Tranche
B-2 Term Loans shall purchase Reallocated Loans from the Fronting Bank as
directed by the Lead Arranger in accordance with such Participating Lender’s
Tranche B-2 Participation Notice and as allocated by the Lead Arranger.
Purchases and sales of Reallocated Loans shall be without representations from
the Fronting Bank other than as provided for in the relevant Assignment and
Assumption.






	4.	 	Effective Date Conditions. This Agreement will become effective on the date (the
“Amendment No. 2 Effective Date”), on which each of the following conditions have been
satisfied (or waived by the Lead Arranger) in accordance with the terms therein:






	 	(a)	 	the Administrative Agent (or its counsel) shall have received from each of the
Borrower and the Participating Lenders, either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include facsimile or other electronic transmission of a
signed counterpart of this Agreement) that such party has signed a counterpart to this
Agreement (which, in the case of the Participating Lenders, may be in the form of a
Tranche B-2 Participation Notice);






	 	(b)	 	the Administrative Agent shall have received an executed Notice of Borrowing in
accordance with the terms hereof and Section 2.02 of the Credit Agreement;






	 	(c)	 	the Administrative Agent shall have received fully executed and delivered
Tranche B-2 Participation Notices from Participating Lenders and the Fronting Bank
representing 100% of the aggregate outstanding principal amount of the Existing Loans;






	 	(d)	 	the Administrative Agent shall have received a certificate of the Borrower
dated as of the Amendment No. 2 Effective Date signed by an Responsible Officer of the
Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted
by the Borrower approving or consenting to this Agreement and the Tranche B-2 Term
Loans, (B) certifying that the certificate or articles of organization or formation and
by-laws or operating (or limited liability company) agreement of the Borrower either
(x) have not been amended since the Closing Date or (y) are attached as an exhibit to
such certificate, and (C) certifying as to the incumbency and specimen signature of
each officer executing this Agreement and any related documents on behalf of the
Borrower and (ii) certifying as to the matters set forth in clauses (g) and (h) below;






	 	(e)	 	(i) the Administrative Agent shall have received all fees and other amounts
previously agreed to in writing by the Lead Arranger and the Borrower to be due on or
prior to the Amendment No. 2 Effective Date, including, to the extent invoiced at least
two (2) Business Days prior to the Amendment No. 2 Effective Date (or such later date
as is reasonably agreed by the Borrower), including legal fees and expenses and the
fees and expenses of any other advisors in accordance with the terms of the Credit
Agreement and (ii) all accrued interest and fees in respect of the Existing Loans
outstanding immediately prior to effectiveness of this Agreement shall have been paid;






	 	(f)	 	the representations and warranties of the Borrower and the other Loan Parties
contained in Article V of the Credit Agreement and in any other Loan Document
shall be (x) in the case of representations and warranties qualified by “materiality,”
“Material Adverse Effect” or similar language, true and correct in all respects on the
Amendment No. 2 Effective Date and (y) in the case of all other representations and
warranties, true and correct in all material respects, in each case, on and as of the
Amendment No. 2 Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and
correct on the basis set forth above as of such earlier date;






	 	(g)	 	no Default or Event of Default shall exist on the Amendment No. 2 Effective
Date before or after giving effect to the effectiveness of this Agreement and the
incurrence of the Tranche B-2 Term Loans;






	 	(h)	 	the Administrative Agent shall have shall have received a solvency certificate
executed by a Financial Officer of the Borrower, substantially in the form of Exhibit K
to the Credit Agreement, dated and certifying as to solvency as of the Amendment No. 2
Effective Date; and






	 	(i)	 	the Loan Parties shall have provided the documentation and other information to
the Lenders required by regulatory authorities under the applicable
“know-your-customer” rules and regulations, including the Patriot Act, in each case at
least three (3) Business Days prior to the Amendment No. 2 Effective Date, as has been
requested to the Borrower in writing reasonably prior to the Amendment No. 2 Effective
Date.






	5.	 	Representations and Warranties. By its execution of this Agreement, each Loan Party
hereby represents and warrants that:






	 	(a)	 	such Loan Party has all requisite corporate or other organizational power and
authority execute, deliver and perform its obligations under this Agreement;






	 	(b)	 	the execution, delivery and performance by such Loan Party of this Agreement
(x) have been duly authorized by all necessary corporate, partnership, limited
liability company or other organizational action, and (y) do not and will not (i)
contravene the terms of any of such Loan Party’s Organization Documents, (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien (other
than Permitted Liens) under, any Contractual Obligation to which such Loan Party is a
party or any order, injunction, writ or decree of any Governmental Authority or any
arbitral award to which such Person or its property is subject except in the case of
this clause (ii) any such conflict, breach or contravention that would not
reasonably be expected individually or in the aggregate to have a Material Adverse
Effect or (iii) violate any Law, except in any case for such violations that would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect;






	 	(c)	 	this Agreement has been duly executed and delivered by each Loan Party that is
party hereto, and this Agreement constitutes a legal, valid and binding obligation of
such Loan Party, enforceable against each Loan Party that is party thereto in
accordance with its terms, except (i) as such enforceability may be limited by
applicable bankruptcy, insolvency, examinership, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and (ii) that rights of
acceleration and the availability of equitable remedies may be limited by equitable
principles of general applicability (regardless of whether enforcement is sought by
proceedings in equity or at law); and






	 	(d)	 	both immediately before and after giving effect to the Amendment No. 2
Effective Date and the incurrence and/or exchange of the Tranche B-2 Term Loans, (i)
the representations and warranties contained in the Credit Agreement and in the other
Loan Documents shall be (x) in the case of representations and warranties qualified by
“materiality,” “Material Adverse Effect” or similar language, true and correct in all
respects on the Amendment No. 2 Effective Date and (y) in the case of all other
representations and warranties, true and correct in all material respects, in each
case, on and as of the Amendment No. 2 Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case
they shall be true and correct on the basis set forth above as of such earlier date and
(ii) no event shall have occurred and be continuing or would result from the
consummation of this Agreement that would constitute an Event of Default.






	6.	 	Use of Proceeds. The Borrower covenants and agrees that it will use the proceeds of
the Tranche B-2 Term Loans to prepay in full the aggregate principal amount of Existing Loans
outstanding on the Amendment No. 2 Effective Date and to pay any interest, fees and/or
expenses related thereto.






	7.	 	Reaffirmation of the Loan Parties; Reference to and Effect on the Credit Agreement and
the other Loan Documents.






	 	(a)	 	Each Loan Party hereby consents to the amendment of the Credit Agreement
effected hereby and confirms and agrees that, notwithstanding the effectiveness of this
Agreement, each Loan Document to which such Loan Party is a party is, and the
obligations of such Loan Party contained in the Credit Agreement, this Agreement or in
any other Loan Document to which it is a party are, and shall continue to be, in full
force and effect and are hereby ratified and confirmed in all respects, in each case as
amended by this Agreement. For greater certainty and without limiting the foregoing,
each Loan Party hereby confirms that the existing security interests granted by such
Loan Party in favor of the Senior Credit Parties pursuant to the Loan Documents in the
Collateral described therein shall continue to secure the obligations of the Loan
Parties under the Credit Agreement and the other Loan Documents as and to the extent
provided in the Loan Documents. Except as specifically amended by this Agreement, the
Credit Agreement and the other Loan Documents shall remain in full force.






	 	(b)	 	The execution, delivery and performance of this Agreement shall not constitute
a waiver of any provision of, or operate as a waiver of any right, power or remedy of
any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.






	 	(c)	 	On and after the Amendment No. 2 Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import
referring to the Credit Agreement, and each reference in the other Loan Documents to
the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to
the Credit Agreement shall mean and be a reference to the Credit Agreement as amended
by this Agreement.






	8.	 	Prepayment Notice. The Participating Lenders and the Fronting Bank party hereto,
which constitute the Required Lenders, and the Administrative Agent hereby waive the
requirement under Section 2.08(d) of the Credit Agreement to provide notice to the
Administrative Agent not less than three (3) Business Days prior to the prepayment of Existing
Loans to be made hereunder. It is understood and agreed that this Agreement shall serve as
the notice referred to in Section 2.08(d) of the Credit Agreement.






	9.	 	Request for Borrowing. Pursuant to this Agreement, the Borrower hereby requests a
Borrowing of Tranche B-2 Term Loans in an aggregate principal amount of $628,175,000, with
such Borrowing to be made on the Amendment No. 2 Effective Date and to have an Interest Period
ending on December 30, 2016 (and, notwithstanding anything to the contrary herein, each
Participating Lender hereby consents to such non-conforming Interest Period).






	10.	 	Notice. For purposes of the Credit Agreement, the initial notice address of each New
Lender shall be as separately identified to the Administrative Agent.






	11.	 	Tax Forms. For each New Lender, delivered herewith to the Administrative Agent are
such forms, certificates or other evidence with respect to United States federal income tax
withholding matters as such New Lender may be required to deliver to the Administrative Agent
pursuant to Section 3.01(f) of the Credit Agreement.






	12.	 	Recordation of the New Loans. Upon execution and delivery hereof, the Administrative
Agent will record the Tranche B-2 Term Loans made by each Participating Lender in the
Register.






	13.	 	Amendment, Modification and Waiver. This Agreement may not be amended, modified or
waived except as permitted by Section 10.01 of the Credit Agreement.






	14.	 	Integration. This Agreement, the other Loan Documents and any separate letter
agreements with respect to fees payable to the Lead Arranger and/or the Administrative Agent
or the syndication of the Tranche B-2 Term Loans and commitments related thereto constitute
the entire contract among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. This Agreement shall not constitute a novation of any amount owing under the
Credit Agreement and all amounts owing in respect of principal, interest, fees and other
amounts pursuant to the Credit Agreement and the other Loan Documents shall, to the extent not
paid or exchanged on or prior to the Amendment No. 2 Effective Date, continue to be owing
under the Credit Agreement or such other Loan Documents until paid in accordance therewith.






	15.	 	Severability. The provisions of Section 10.12 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis, as if originally made a part hereof.






	16.	 	GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. THE
PROVISIONS OF SECTION 10.13 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE,
MUTATIS MUTANDIS, AS IF ORIGINALLY MADE A PART HEREOF.






	17.	 	Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by telecopier shall be effective as delivery
of a manually executed counterpart of this Agreement.






	18.	 	Loan Document. On and after the Amendment No. 2 Effective Date, this Agreement shall
constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan
Documents (it being understood that for the avoidance of doubt this Agreement may be amended
or waived by the parties hereto solely as set forth in Section 13 above).





[Signature Pages Follow]







2






IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute
and deliver this Agreement as of the date first set forth above.



MKS INSTRUMENTS, INC.



By:/s/ Seth H. Bagshaw

Name: Seth H. Bagshaw

Title: CFO/VP




NEWPORT CORPORATION





By: /s/ Kathleen F. Burke




	 	 	Name: Kathleen F. Burke

Title: Secretary




3









BARCLAYS BANK PLC, as Administrative Agent



By: /s/ Robert Chen

Name: Robert Chen

Title: Managing Director




4



BARCLAYS BANK PLC, as Fronting Bank



By: /s/ Robert Chen

Name: Robert Chen

Title: Managing Director




5



EXHIBIT A

Form of Tranche B-2 Participation Notice

Date: [__], 2016




Barclays Bank PLC, as Administrative Agent


700 Prides Crossing


Newark, DE 19713


Attn: Tim O’Connell


Phone: (302) 286-2355


Fax: (214) 545-5230


Email: timothy.o’connell@barclays.com



MKS Instruments, Inc.

Tranche B-2 Participation Notice




Ladies and Gentlemen:



Reference is made to Amendment No. 2 (the “Amendment”) to that certain Term Loan
Credit Agreement, dated as of April 29, 2016 (as amended Amendment No. 1 (as defined therein), the
Amendment, and as may be further amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among MKS Instruments, Inc., a
Massachusetts corporation (the “Borrower”), the Lenders from time to time party thereto,
and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative
Agent”). Unless otherwise specified herein, capitalized terms used but not defined herein are
used as defined in the Amendment.



By delivery of this letter agreement (this “Tranche B-2 Participation Notice”), each
of the undersigned (each a “Participating Lender”), hereby irrevocably consents to the
Amendment and the amendment of the Credit Agreement contemplated thereby and (check as applicable):



Name of Participating Lender:       



Amount of Existing Loans of such Participating Lender: $     



Cashless Settlement Option. Hereby (i) elects, upon the Amendment No. 2 Effective
Date, to exchange the full amount (no partial amounts will be rolled) of the
outstanding Existing Loans of such Participating Lender for an equal outstanding
amount of Tranche B-2 Term Loans under the Credit Agreement and (ii) represents and
warrants to the Administrative Agent that it has the organizational power and
authority to execute, deliver and perform its obligations under this Tranche B-2
Participation Notice and the Amendment (including, without limitation, with respect
to any exchange contemplated hereby) and has taken all necessary corporate and other
organizational action to authorize the execution, delivery and performance of this
Tranche B-2 Participation Notice and the Amendment.



Cash Settlement Option. Hereby (i) elects to have the full amount of the
outstanding Existing Loans of such Participating Lender repaid or purchased and
agrees to promptly (but in any event, on or prior to the date that is 30 days
following the Amendment No. 2 Effective Date) purchase (via assignment and
assumption) an equal amount of Tranche B-2 Term Loans and (ii) represents and
warrants to the Administrative Agent that it has the organizational power and
authority to execute, deliver and perform its obligations under this Tranche B-2
Participation Notice and the Amendment (including, without limitation, with respect
to any exchange contemplated hereby) and has taken all necessary corporate and other
organizational action to authorize the execution, delivery and performance of this
Tranche B-2 Participation Notice and the Amendment.



Notwithstanding anything to the contrary, each undersigned Lender hereby agrees to
waive its right to compensation for any amounts owing under Sections 3.02 or 3.03 of
the Credit Agreement.



[Signature Page Follows]




Very truly yours,



By:       ,

Name:

Title:







By:       ,

Name:

Title:



ANNEX I




REALLOCATED LOANS




	 	 	 	 	 
	Barclays Bank PLC
	 	$	41,481,925.93	 
	 
	 	 	 	 







6