Loan Facility Agreement

The loan may be drawn down in Euros through the following individual transactions:

Term loan facilities with minimum amounts of EUR 500,000.00 in each case and with terms from 1 month to 3 months. The term of the individual transactions may not exceed the end of the term.

Sureties and letters of credit with the exception of loan sureties, whereby the Bank may request the documents considered to be required by it regarding the Borrower’s principal debt obligation to be secured for the purpose of the individual examination of surety instructions. The Bank reserves the right to reject surety instructions in justified individual cases, as well as for sureties for an indefinite term or exceeding a term of seven years.

Drawdown requirements

The Bank shall grant to the Borrower the loan - notwithstanding the Bank’s right of termination in accordance with no. 26.1 of the General Terms and Conditions (“GTC”) - until further notice, no later than by July 31, 2014 (“end of the term”).

Drawdowns as term loan facility must be repaid at the end of the term of the individual transaction; drawdowns as current account overdraft facility must be repaid in one amount upon the termination of the loan.

For drawdowns in the form of sureties, the loan shall be repaid through the Bank’s discharge from liability upon the termination of the loan. The discharge obligation shall be fulfilled through the return of the originals of the surety deeds by the Beneficiary with the intention discernible to the Bank to discharge it from its obligation, through the Beneficiary’s binding waiver of liability to the Bank, through securitization through a cash deposit at the Bank, through the provision of a surety of another credit institution or any other ways satisfactory for the Bank. The credit institution providing the surety must be rated at least with an A rating by an internationally recognized rating agency (Moody’s; Standard & Poors; Fitch) and be domiciled in an OECD country, unless it is part of the S Financial Group.

All capital turnovers in connection with this loan, i. e. disbursements and repayments (also of partial amounts) as well as interest, commissions and fees shall be debited from the Borrower’s account no. 00/ 4217120 (“settlement account”) at the Bank.

If drawdowns or agreed individual transactions from the hitherto existing loan facility agreement of August 18 / September 15, 2011 (in the version of the 1st modification agreement of July 30 / August 02, 2012) exist on July 31, 2013, these shall be charged against this loan. Should agreed regulations in the framework of the individual transactions to be taken into account and this Agreement differ, the regulations of this Agreement shall have priority over those of the hitherto concluded Agreements.

For drawdowns as current account overdraft facility the Bank shall charge an interest rate of 3.9 % p. a. until further notice (“interest rate until further notice”).

The interest rates and the interest calculation method for term loan facilities shall be agreed in an individual case, and with a lead time of at least two bank working days Bank working day is hereinafter each day on which commercial banks in Munich are generally opened for the public. by 9:30 a.m. (Munich) in each case, based on the respective rates at the money market determined by the Bank. The interest shall be due and payable at the end of each fixed-interest period.

The commission rate for sureties in Euros shall be 1.64 % p.a. from the guaranteed amount until documented evidence of the extinguishment of the respective surety is furnished to the Bank. The surety commission shall be charged based on act/360 days and be due and payable quarterly in arrears. In addition, the Borrower must pay an issuance fee of EUR 100.00 per surety, which shall become due upon the grant of a surety.

Arrangement fee

Standby commission

Unrestricted comfort letter of the parent company Advanced Energy Industries, Inc.

Obligation to provide securities in proper form

The Borrower undertakes make a well-balanced selection of beneficiaries in connection with utilizations of the loan through sureties, which as far as possible include the entire group of the Borrower’s surety transaction partners.

The Borrower undertakes to maintain an equity ratio of at least 25 % during the term of this Agreement.

Notwithstanding the provision of securities, the following declaration of equal footing with the Bank is hereby agreed:

Bank’s involvement in the cross-selling business

Disclosure of the economic circumstances

The Borrower‘s annual financial statement provided with an audit certificate incl. cash flow statement as well as information about the maintenance of the equity ratio stipulated under item 7.2 confirmed by the auditor by no later than six months after the last balance sheet date;

The parent company Advanced Energy Industries, Inc.’s consolidated financial statements provided with an audit certificate by no later than six months after the last balance sheet date;

The Borrower’s quarterly report on the economic circumstances (target/actual comparison of the turnover, costs, investment and liquidity planning as well as the banking rollforward) including the subsidiaries by no later than six weeks after the end of the quarter. A calculation of the maintenance of the equity ratio stipulated under item 7.2 must also be submitted within the framework of the quarterly reports;

The Borrower’s (including its subsidiaries’) corporate planning (turnover, costs, investment and liquidity planning) must also be submitted by no later than November, 15, of each year.

Money Laundering Act [Geldwäschegesetz]

In case the Bank (for the purpose of refinancing, equity relief or the risk diversification)     avails itself of its right

to transfer or to pledge the claims to which it is entitled under this Loan Agreement - where applicable including corresponding securities - in whole or part to a third party,

to insure the economic risk of the grant of the loan - where applicable including any corresponding securities - in whole or in part with a third party or transfer this to a third party, e. g. through credit derivatives, in connection with asset backed securities transactions or through loan sub-participations, the Borrower shall release the Bank from banking secrecy - if required - in accordance with the regulations in no. 9.2 below.

A third party may be a member of the European System of Central Banks (e. g. Deutsche Bundesbank), the European Investment Bank, a credit institution, Kreditanstalt für Wie-deraufbau (KfW) or another development bank, a financial services institution, financing enterprise, insurance companies, company pension scheme, a pension fund, capital investment company or a special purpose vehicle founded for purposes of the securitization of loans receivable. The Bank may pass on the economic risk of the grant of the loan to the respective third party as well as to such persons who must be involved in the handling of the transfer for technical or legal reasons, e. g. rating agencies or auditors.

The Bank shall oblige the third party as well as where applicable any further persons indicated in no. 9.2 within the scope of a confidentiality agreement regarding all customer-related data before passing on the transmitted information if such obligation does not already exist under statutory or professional / occupational regulations.

In the case of the assignment of loans receivable to Deutsche Bundesbank, the Borrower shall make available balance sheet figures and / or a self-declaration to Deutsche Bundesbank on its requests.

Transfer of the loans receivable to a third party shall require the Borrower’s written consent. The requirement of consent shall cease to apply if the third party is Deutsche Bundesbank or an enterprise affiliated to the Bank

Conclusion by telephone / fax

In connection with the handling of term loan facilities, it is hereby agreed that the conclusion of such transactions shall be done exclusively by telephone and the persons yet to be specified on the appended pre-printed form by the Borrower may conclude corresponding agreements with the Bank. The Borrower shall merely obtain a written confirmation (in the form of a fax or an account statement) regarding the respective conclusion, indicating the amount, the term and the interest after telephone instruction by the Bank. It shall be incumbent on the Borrower to examine this conformation for correctness of the indicated data. An acceptance is not required. The Borrower shall get in contact with the Bank without delay merely in the case of inconsistencies or in case such a confirmation is not received within a reasonable period by the Borrower.

Application of the provisions

Limitation of actions

General Terms and Conditions

Conclusion of the Agreement

Appendix “Drawdown requirements”

Appendix “Authorization to Conclude Loan Facility Agreements by Telephone”

Appendix “Pre-printed Form Instruction by means of Fax Machine”

Appendix “GTC”

Appendix “GTCCLB”

Appendix “GTCSB”

Appendix “Information Sheet for First Demand Bonds”

Appendix “Letter of Comfort” (comfort letter)

Appendix “Calculation of the equity ratio”