Exhibit 10.1
EXECUTION VERSION
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of January 22, 2024, 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 Second Amendment Participating Lender (as defined below) party hereto, 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 January 9, 2024 (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 Term A Loans denominated in Dollars with respect to which the aggregate principal amount of $743,750,000 remains outstanding (the Existing Initial Term A Loans);
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 new term loan facilities 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 Term A
Loans with additional (x) 2024-1 Incremental Dollar Term B Loans (as defined below) in an aggregate principal amount of $490,000,000 and (y) Initial Incremental Euro Term B Loans (as defined below) in an
aggregate principal amount of 250,000,000;
WHEREAS, on the Second Amendment Effective Date, each Person that executes and delivers
a direct counterpart of this Amendment as (x) a 2024-1 Incremental Dollar Term B Lender (each such Person in such capacity, a 2024-1 Incremental Dollar
Term B Lender) will make available 2024-1 Incremental Dollar Term B Loans, in Dollars, to the Parent Borrower in an aggregate principal amount equal to its
2024-1 Incremental Dollar Term B Commitment (as defined below) or (y) an Initial Incremental Euro Term B Lender (each such Person in such capacity, an Initial Incremental Euro Term B
Lender and, together with each 2024-1 Incremental Dollar Term B Lender, the Second Amendment Participating Lenders) will make available Initial Incremental Euro Term B Loans, in
Euros, to the Parent Borrower in an aggregate principal amount equal to its Initial Incremental Euro Term B Commitment (as defined below); in each case, the proceeds of which will be used by the Parent Borrower, in part, to repay in full the
outstanding principal amount of the Existing Initial Term A Loans;