Item 1.01. Entry into a Material Definitive Agreement.

On March 10, 2023, Entegris, Inc., a Delaware corporation ("Entegris") and certain of its subsidiaries entered into Amendment No. 1 (the "Amendment") with the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which amended the Credit and Guaranty Agreement, dated as of November 6, 2018 (as amended and restated as of July 6, 2022 and as further amended, restated, amended and restated, supplemented, modified and otherwise in effect prior to the effectiveness of the Amendment, the "Existing Credit Agreement" and, the Existing Credit Agreement as amended by the Amendment, the "Amended Credit Agreement"), by and among Entegris, as borrower, certain subsidiaries of Entegris party thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

The Amendment provides for, among other things, the refinancing of Entegris' outstanding term B loans under the Existing Credit Agreement in an aggregate principal amount of $2.495 billion (the "Original Tranche B Term Loans") with a new tranche of term B loans under the Amended Credit Agreement in an aggregate principal amount of $2.495 billion (the "New Tranche B Term Loans"). The New Tranche B Term Loans will bear interest under the Amended Credit Agreement, at a rate per annum equal to, at Entegris' option, either (i) Term SOFR plus an applicable margin of 2.75% or (ii) a base rate plus an applicable margin of 1.75%. Consistent with the Original Tranche B Term Loans, the new Tranche B Term Loans will mature on July 6, 2029. Other than as described herein (and more fully described in the Amendment), the terms of the Amended Credit Agreement are substantially similar to the terms of the Existing Credit Agreement

The foregoing description of the Amendment and the Amended Credit Agreement is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.01 hereto and is incorporated by reference in this Item 1.01.

Certain of the lenders and agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking, commercial banking and other services for the Company and its affiliates, for which they received or will receive customary fees and expenses.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.



Exhibit No.   Description

  10.01       Amendment No. 1, dated as of March 10, 2023, among Entegris, as
              borrower, the other credit parties party thereto, the lenders party
              thereto and Morgan Stanley Senior Funding, Inc., as administrative
              agent.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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