Exhibit 10.1
Execution Version
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of October 3, 2023, is entered into by and among
MKS INSTRUMENTS, INC., a Massachusetts corporation, as Parent Borrower (the Parent Borrower), the other Loan Parties party hereto, JPMORGAN CHASE BANK, N.A. (JPM), in its capacity as Administrative Agent, and
each 2023-1 Dollar Term B Participating Lender (as defined below) party hereto (including pursuant to an executed 2023-1 Dollar Term B Participation Notice (as defined
below)), under that certain Credit Agreement, dated as of August 17, 2022, among the Parent Borrower, JPM, as Administrative Agent, Collateral Agent and an L/C Issuer, the Lenders party thereto from time to time and the other Persons party
thereto from time to time (as amended, restated, amended and restated, supplemented and otherwise modified prior to the date hereof, the Existing Credit Agreement, and as amended by this Amendment, and as otherwise amended,
restated, amended and restated, supplemented and otherwise modified from time to time, the Credit Agreement). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.
W I T N E S S E T H
WHEREAS, reference is made to that certain Engagement Letter, dated September 19, 2023 (as amended, modified, supplemented or waived from
time to time, the Engagement Letter), between the Parent Borrower and JPM (the Arranger); and the Arranger has been appointed to act as sole and exclusive lead arranger and lead bookrunner for this Amendment and
the transactions contemplated hereby;
WHEREAS, as of the date hereof and prior to giving effect to this Amendment, the Parent Borrower
has previously obtained under the Existing Credit Agreement Initial Dollar Term B Loans denominated in Dollars with respect to which the aggregate principal amount of $3,564,000,000 remains outstanding (the Existing Initial Dollar Term B
Loans; and each Lender holding an Existing Initial Dollar Term B Loan immediately prior to the effectiveness of this Amendment, an Existing Initial Dollar Term B Lender);
WHEREAS, pursuant to Section 2.18 of the Existing Credit Agreement, the Parent Borrower, the Administrative Agent and each Lender
providing Specified Refinancing Debt may amend the Existing Credit Agreement pursuant to a Refinancing Amendment to add a new term loan facility to the Facilities to refinance all or any portion of any Term Loan Tranche then outstanding;
WHEREAS, pursuant to Section 2.18 of the Existing Credit Agreement, the Parent Borrower desires to refinance the Existing Initial Dollar
Term B Loans with, and create a new Class of, 2023-1 Dollar Term B Loans (as defined below) in an aggregate principal amount of $3,564,000,000;
WHEREAS, on the First Amendment Effective Date (as defined below), each Existing Initial Dollar Term B Lender executing and delivering a 2023-1 Dollar Term B Participation Notice (a 2023-1 Dollar Term B Participation Notice) in substantially the form attached as Annex B hereto (or such
other form as the Administrative Agent may approve) and electing the cashless settlement option therein (each such Lender in such capacity, a 2023-1 Dollar Term B Converting
Lender) shall be deemed to have exchanged the outstanding principal amount of its Existing Initial Dollar Term B Loans, or such lesser amount as the Arranger may allocate in connection with the syndication of the 2023-1 Dollar Term B Loans, for an equal principal amount of 2023-1 Dollar Term B Loans under the Credit Agreement;
WHEREAS, on the First Amendment Effective Date, each Person that executes and delivers a direct counterpart of this Amendment as a 2023-1 Dollar Term B Participating Lender (each such Person in such capacity, a 2023-1 Dollar Term B Funding Lender and, together with each 2023-1 Dollar Term B Converting Lender executing and delivering a 2023-1 Dollar Term B Participation Notice, the 2023-1