On the Effective Date, in connection with the completion of the Acquisition, MKS Instruments, Inc. entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Barclays Bank PLC, and the lenders from time to time party thereto (the New Credit Agreement). The New Credit Agreement provides for a senior secured term loan facility (the New Term Loan Facility) comprised of three tranches: a USD 1,000,000,000 loan (the USD Tranche A), a USD 3,600,000,000 loan (the USD Tranche B) and a EUR 600,000,000 loan (the Euro Tranche), each of which were borrowed in full on the Effective Date, and (ii) a senior secured revolving credit facility of USD 500,000,000 (the New Revolving Facility and, together with the New Term Loan Facility, the New Credit Facilities), with the commitments under each of the foregoing facilities subject to increase from time to time subject to certain conditions. Interest Rate and Fees.

Borrowings under the New Credit Facilities bear interest at a rate per annum equal to, at the Company's option, any of the following, plus, in each case, an applicable margin: with respect to the USD Tranche A, the USD Tranche B and the New Revolving Facility, a base rate determined by reference to the highest of the federal funds effective rate plus 0.50%, the prime rate quoted in The Wall Street Journal, or a Term SOFR rate (plus an applicable credit spread adjustment) for an interest period of one month, plus 1.00%; and a Term SOFR rate (plus an applicable credit spread adjustment) for the interest period relevant to such borrowing, subject, solely with respect to the USD Tranche B, to a rate floor of 0.50%; and with respect to the Euro Tranche, a EURIBOR rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing adjusted for certain additional costs, subject to a EURIBOR rate floor of 0.0%. The USD Tranche A was issued with original issue discount of 0.25% of the principal amount thereof. The USD Tranche B and the Euro Tranche were issued with original issue discount of 2.00% of the principal amount thereof.

The applicable margin for borrowings under the USD Tranche A is 1.50% with respect to base rate borrowings and 2.50% with respect to Term SOFR borrowings. The applicable margin for borrowings under the USD Tranche B is 1.75% with respect to base rate borrowings and 2.75% with respect to Term SOFR borrowings. The applicable margin for borrowings under the Euro Tranche is 3.00%.

The initial applicable margin for borrowings under the New Revolving Facility is 1.50% with respect to base rate borrowings and 2.50% with respect to Term SOFR borrowings. Commencing with the delivery of financial statements with respect to the first quarter ending after the closing of the New Credit Agreement, the applicable margin for borrowings under the New Revolving Facility is subject to adjustment each fiscal quarter, based on the Company's first lien net leverage ratio during the preceding quarter. In addition to paying interest on outstanding principal under the New Credit Facilities, the Company is required to pay a commitment fee in respect of the unutilized commitments under the New Revolving Facility.

The initial commitment fee is 0.375% per annum. Commencing with the delivery of financial statements with respect to the first quarter ending after the closing of the New Credit Agreement, the commitment fee is subject to downward adjustment based on the Company's first lien net leverage ratio during the preceding quarter. The Company must also pay customary letter of credit fees and agency fees.